form10k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission file number: 000-53704

(Name of registrant as specified in its charter)

Nevada	26-1394771
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4540 Alpine Avenue
Blue Ash, Ohio 45242	513-360-4704
(Address of principal executive offices)	(Registrant’s telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:

Common Stock, $0.001 par value per share

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No x

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 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  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, 2010, the last business day of the Registrant’s most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was $9,736,000.

The number of shares of the Registrant’s common stock, $0.001 par value per share, outstanding as of March 29, 2011, was 29,534,133. We have no other classes of common equity.

PART I

Item 1.	Business	3

Item 1A.	Risk Factors	5

Item 1B.	Unresolved Staff Comments	8

Item 2.	Properties	8

Item 3.	Legal Proceedings	8

Item 4.	(Removed and Reserved)	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9

Item 6.	Selected Financial Data	13

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 8.	Financial Statements and Supplementary Data	16

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17

Item 9A.	Controls and Procedures	17

Item 9B.	Other Information	18

PART III

Item 10.	Directors and Executive Officers and Corporate Governance	19

Item 11.	Executive Compensation	21

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23

Item 13.	Certain Relationships and Related Transactions, Director Independence	24

Item 14.	Principal Accounting Fees and Services	24

PART IV

Item 15.	Exhibits, Financial Statement Schedules	25

Signatures		26

Annual Report on Form 10-K

For the Year Ended December 31, 2010

When used in this Report, the words “anticipate”, expect”, “plan”, “believe”, “seek”, “estimate” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our products , our ability to introduce new product offerings and increase revenue from existing products, expected expenses including those related to selling and marketing, product development and general and administrative, our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy of liquidity and capital resource, and expected growth in business. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, market acceptance for our products, our ability to attract and retain customers for existing and new products, our ability to control our expenses, our ability to recruit and retain employees, legislation and government regulation, shifts in technology, global and local business conditions, our ability to effectively maintain and update our product and service portfolio, the strength of competitive offerings, the prices being charged by those competitors and the risks discussed elsewhere herein. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

On December 28, 2009, we entered into and closed a Share Exchange Agreement with the shareholders (AMP Shareholders) of Advanced Mechanical Products, Inc. (n/k/a AMP Electric Vehicles, Inc.) (AMP) pursuant to which we acquired 100% of the outstanding securities of AMP in exchange for 14,890,904 shares of our common stock. Considering that, following the merger, the AMP Shareholders control the majority of our outstanding voting common stock and we effectively succeeded our otherwise minimal operations to those that are theirs, AMP is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of AMP securities for our net monetary assets, which are de minimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. AMP is the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of AMP. We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of AMP pursuant to the terms of the Share Exchange Agreement. As a result of such acquisition, our operations our now focused on the design, marketing and sale of modified automobiles with an all electric drivetrain and battery systems. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations. The Company formally changed its name to AMP Holding Inc. on May 24, 2010.

AMP designs, sells and delivers modified automobiles with an all electric drivetrain and battery system that allows the vehicle to perform just like a vehicle with an internal combustion engine (“ICE”), but with no emissions or burning of fossil fuels. Using its drivetrain system, the Company converts an existing vehicle to an all-electric vehicle instead of a vehicle that burns gasoline. AMP’s vision is to engineer electric drivetrains and to be a supplier and integrator for Crossover and SUV sized vehicles. Our vision is to bring electrification to full size mainstream vehicles that are popular with both fleets and consumers. The largest vehicle segment in the U.S. is the SUV segment and we have one of the only electric full size SUV solutions available. This is due to our patent pending, powerful, yet highly efficient electric powertrain. We intend to take advantage of our early mover status and the reputation we have built as a leader in the electrification of larger vehicles, to become a world leader in the emerging Electric Vehicle (EV) marketplace.

Our powertrains encompass the complete motor assemblies, battery packs, computers and software required for vehicle electrification. In addition to designing and manufacturing our powertrains, we convert popular Internal Combustion Engines (ICE) based vehicles to all electric vehicles by replacing the ICE components with our electric powertrain. Our first mainstream conversion is the 2010/2011 GM Chevrolet Equinox. Our immediate target for our conversion services are fleet customers.

AMP’s approach to the commercial market is to provide 100% electric vehicles with industry-leading technology at a low cost level. Leveraging current industry capacity and infrastructure versus designing, engineering, testing and capitalizing an all new vehicle model, as is the approach by many in the industry for many EV companies, AMP has the potential to enhance the business model for electric vehicles. This strategy expands the market opportunity and revenue potential for AMP to include business from OEMs, fleets and previously produced vehicles on the road today. AMP provides the basis for vehicle electrification that meets the same key customer metrics for range and acceleration as smaller EV’s. This results in a unique market opportunity for AMP, one that is greater than most electric vehicle competitors in the market today. By utilizing existing and qualified vehicles, AMP can focus its attention and investment specifically on advanced electric drive train solutions. Further, by using well designed base vehicles, AMP can leverage the safety, handling and amenities invested into many of today’s vehicles while not “reinventing” the base vehicle. The result is a well featured vehicle with the added advantage of a quieter ride and a fraction of the operating and maintenance costs.

Market for Electric Vehicles

Most experts agree that the electric vehicle industry is here to stay and will continue to grow. There are various infrastructure issues that are being slowly resolved, at different levels of aggressiveness depending on country and state and city. These include power stations capacity, battery and charging technology; private investments and government support programs for assistance to overcome these hurdles. Because crude oil is a finite resource, the costs of gasoline will only increase and have a significant impact on demand for EVs. The aforementioned point will lead to a steady increase in the cost of fuel over the next 10 to 15 years which bodes well for alternative propulsion solutions and specifically EV demand. Various companies are poised to launch a number of new “electric” products over the next several years from 100% electric vehicles to hybrid vehicles and from compact vehicles to large commercial vehicles for both retail and fleet customers.

AMP is targeting the Mid-size utility segment. Most current electric vehicles are grouped in the small car segment, Nissan Leaf, Think, Ford Focus or Mitsubishi i-MiEV, and Volt, or are highly priced, such as the Tesla Roadster or Fisker Karma. Virtually no competitors are entering this large midsize utility/crossover vehicle segment. AMP is able to enter this segment because it has developed the intellectual property (e-motor drivetrain, software and vehicle integration) to provide the power solution for these larger vehicles that consumers want to drive

Research and Development

We conduct all of our research and development in-house at our facilities in Cincinnati, Ohio.

There are numerous electric vehicle companies and many types of electric vehicles, from 3-wheel mini vehicles to large commercial trucks. All these vehicles are in various stages of development/completion.

Current available all-electric products include Tesla Motors Roadster, a high performance 2-seater sports car priced over $100,000, and the Nissan Leaf, a 5-seater, 4-door hatchback priced in the low $30,000’s. There is also the Chevy Volt, a 4-door hatchback, 4-seater priced at $41,000, which is a hybrid vehicle that uses both gasoline and electricity and therefore, not a pure EV, so it will attract a different type of buyer than our customer base. Selected other projected entries include: Toyota RAV 4 EV, 5-seat CUV, target date 2012; the Tesla Motors Model S, 4-door, 7-seat sedan, target date 2012; the Fisker Automotive, luxury 4-door sedan PHEV, target intro late 2011; Opel Ampera PHEV, shared platform with Chevy Volt, target intro in Europe 2011; Ford Focus EV, based on next generation Focus, target intro 2011; Ford Escape PHEV, based on 5-seater Escape SUV, target intro 2012; Azure Dynamics Ford Tourneo Connect EV, a passenger version of the Transit Connect EV with rear passenger seats, to be used as a taxi and shuttle service vehicle, target intro 2011; Think City EV, a two-seater, currently selling in Europe, target intro in U.S. end of 2011; Mitsubishi iMiev, 5 door, 4 seat hatchback, target intro in U.S. late 2011; CODA sedan EV, 4-door 5 passenger sedan, target intro late 2011/12; and the Chrysler Fiat and NICE e500 Micro-Vett EV, intro in 2012.

Primary fleet EV competitors include Azure Dynamics, Enova, Bright Automotive, and EnVision Motor Company. Azure’s Ford Transit Connect and Enova have focused on specialized, Class 3-5 vehicles (delivery vans and shuttle buses). Bright Automotive will have a 100-mpg plug-in hybrid electric fleet commercial van vehicle and plans to manufacture full-size vans with design, engineering, and supplier sourcing capabilities. Therefore, these companies don’t compete in the same product segments as AMP at this time. However, EnVision builds a 7 passenger wagon, a cargo van and a truck that is currently for sale in Europe and will begin production in the US in the next few months. They use a similar business model to AMP’s and products are priced at around $40,000.

Overseas Electric Vehicles: While there are many overseas electric car companies and vehicles, there are only a few overseas companies that have vehicles that may be slightly closer in size and intent to AMP’s full-size/SUV strategy; however, these vehicles are primarily in the concept or development stage. They include the Volvo V70 PHEV 4-door sedan 5 passenger station wagon, and the Renault Kangoo light commercial EV aimed at business users in Europe. Renault advertises this vehicle as having the same practical functions as the internal combustion-engine version, which is a strategy similar to AMP’s. Chinese companies are also entering the EV market, with primarily smaller vehicles; however, with government mandates and heavy financial subsidies, China will likely enter the EV market very rapidly.

Intellectual Property

The company has multiple pending US patent applications and also plans to pursue appropriate foreign patent protection on those inventions. The company also has five pending trademark applications and two issued trademark registrations in the US with intent to pursue foreign trademark registration as well.

Government Regulation

We are in the business of modifying and selling automobiles and other vehicles, and accordingly we are subject to several laws related to automobile sales and operation.

The United States' laws related to automobile manufacturers regulate registration, safety criteria, type approval, inspection, maintenance, testing, etc. of automobiles. There are also laws regulating noise allowance and vibrations made by vehicles, and environmental laws. Complying with the strict regulation of automobile manufacturing is costly and could significantly affect our ability to become profitable. In addition, failure to comply with these laws could subject our Company to penalties, which could include severe fines or the removal of government approval to do business. Although we fully intend to comply with all applicable rules and regulations, we cannot assure that we will be able to do so.

In general, automobiles are subject to several environmental regulations, including air preservation, noise and vibration control. Accordingly, we are required to limit the air contaminants, noise and vibrations of our vehicles to certain levels. Failure to do so may impose fines or other penalties on the Company.

Number of Employees.

We currently have 33 employees, 27 full time and 6 part-time, of which 4 are administrative, 3 are accounting/finance, 12 are engineering/R&D, 3 are IT, 2 are sales/marketing, and 9 are manufacturing. None of our employees are represented by a labor union. We have not experienced any work stoppages and consider our relations with our employees to be good.

Item 1A. Risk Factors

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

We did not begin operations of our business until February 2007. We have a limited operating history and have not generated revenue. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical results may not be representative of the results we will achieve, particularly in our combined form. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which may result in a decline in our stock price.

AMP’s results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.

AMP incurred a net loss amounting to $8,393,058 for the period from inception (February 20, 2007) through December 31, 2010. In addition, as of December 31, 2010, AMP has a working capital deficiency of $331,418. If we incur additional significant operating losses, our stock price, may decline, perhaps significantly.

Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are a new enterprise, we expect that net losses will continue and our working capital deficiency will exacerbate.

We depend upon key personnel and need additional personnel.

Our success depends on the continuing services of James E. Taylor, CEO and Stephen Burns, our President. The loss of Mr. Taylor or Mr. Burns could have a material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company. Our inability to attract and retain key personnel may materially and adversely affect our business operations.

We must effectively manage the growth of our operations, or our company will suffer.

To manage our growth, we believe we must continue to implement and improve our operational, manufacturing, and research and development departments. We may not have adequately evaluated the costs and risks associated with this expansion, and our systems, procedures, and controls may not be adequate to support our operations. In addition, our management may not be able to achieve the rapid execution necessary to successfully offer our products and services and implement our business plan on a profitable basis. The success of our future operating activities will also depend upon our ability to expand our support system to meet the demands of our growing business. Any failure by our management to effectively anticipate, implement, and manage changes required to sustain our growth would have a material adverse effect on our business, financial condition, and results of operations.

Our business requires substantial capital, and if we are unable to maintain adequate financing sources our profitability and financial condition will suffer and jeopardize our ability to continue operations.

We require substantial capital to support our operations. If we are unable to maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition and business prospects.

We face intense competition which could cause us to lose market share.

In the electric vehicle market in the United States, we compete with large manufacturers, including GM, Tesla and Nissan who have more significant financial resources, established market positions, long-standing relationships with customers and dealers, and who have more significant name recognition, technical, marketing, sales, manufacturing, distribution, financial and other resources than we do. Each of these companies is currently selling a hybrid or electric vehicle or is working to develop, market, and sell advanced technology vehicles in the United States market. The resources available to our competitors to develop new products and introduce them into the marketplace exceed the resources currently available to us. This intense competitive environment may require us to make changes in our products, pricing, licensing, services, distribution, or marketing to develop a market position.

Changes in the market for electric vehicles could cause our products to become obsolete or lose popularity.

The electric vehicle industry is in its infancy and has experienced substantial change in the last few years. To date, demand for and interest in electric vehicles has been sporadic. As a result, growth in the electric vehicle industry depends on many factors, including:

·	continued development of product technology;
·	the environmental consciousness of customers;
·	the ability of electric vehicles to successfully compete with vehicles powered by internal combustion engines;
·	limitation of widespread electricity shortages; and
·	whether future regulation and legislation requiring increased use of nonpolluting vehicles is enacted.

We cannot assure you that growth in the electric vehicle industry will continue. Our business may suffer if the electric vehicle industry does not grow or grows more slowly than it has in recent years or if we are unable to maintain the pace of industry demands.

We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position.

Our current products are designed for use with, and are dependent upon, existing electric vehicle technology. As technologies change, we plan to upgrade or adapt our products in order to continue to provide products with the latest technology. However, our products may become obsolete or our research and development efforts may not be sufficient to adapt to changes in or create necessary technology. As a result, our potential inability to adapt and develop the necessary technology may harm our competitive position.

The failure of certain key suppliers to provide us with components could have a severe and negative impact upon our business.

We rely on a small group of suppliers to provide us with components for our products. If these suppliers become unwilling or unable to provide components, there are a limited number of alternative suppliers who could provide them. Changes in business conditions, wars, governmental changes, and other factors beyond our control or which we do not presently anticipate could affect our ability to receive components from our suppliers. Further, it could be difficult to find replacement components if our current suppliers fail to provide the parts needed for these products. A failure by our major suppliers to provide these components could severely restrict our ability to manufacture our products and prevent us from fulfilling customer orders in a timely fashion.

Product liability or other claims could have a material adverse effect on our business.

The risk of product liability claims, product recalls, and associated adverse publicity is inherent in the manufacturing, marketing, and sale of electrical vehicles. Although we have product liability insurance for our consumer products, that insurance may be inadequate to cover all potential product claims. We also carry liability insurance on our automobile products. Any product recall or lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our business and financial condition. We may not be able to secure additional product liability insurance coverage on acceptable terms or at reasonable costs when needed. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product recall could generate substantial negative publicity about our products and business and inhibit or prevent commercialization of other future product candidates. We cannot assure you that such claims and/or recalls will not be made in the future.

We must devote substantial resources to implementing a product distribution network.

Dealers are often hesitant to provide their own financing to contribute to our product distribution network. As a result, we anticipate that we may have to provide financing or other consignment sale arrangements for dealers who would like to participate as our regional distribution centers. The further expansion of our product distribution network will require a significant capital investment and will require extensive amounts of time from our management. A capital investment such as this presents many risks, foremost among them being that we may not realize a significant return on our investment if the network is not profitable. Our inability to collect receivables from dealers could cause us to suffer losses. Lastly, the amount of time that our management will need to devote to this project may divert them from performing other functions necessary to assure the success of our business.

Regulatory requirements may have a negative impact upon our business.

While our products are subject to substantial regulation under federal, state, and local laws, we believe that the products we have sold are materially in compliance with all applicable laws. However, to the extent the laws change, or if we introduce new products in the future, some or all of our products may not comply with applicable federal, state, or local laws. Further, certain federal, state, and local laws and industrial standards currently regulate electrical and electronics equipment. Although standards for electric vehicles are not yet generally available or accepted as industry standards, our products may become subject to federal, state, and local regulation in the future. Compliance with this regulation could be burdensome, time consuming, and expensive.

Our automobile products are subject to environmental and safety compliance with various federal and state regulations, including regulations promulgated by the EPA, NHTSA, and various state boards, and compliance certification is required for each new model year. The cost of these compliance activities and the delays and risks associated with obtaining approval can be substantial. The risks, delays, and expenses incurred in connection with such compliance could be substantial.

Our success is heavily dependent on protecting our intellectual property rights.

We rely on trade secret protections to protect our proprietary technology. Our success will, in part, depend on our ability to obtain trademarks and patents. We presently do not hold patents registered with the United States Patent and Trademark Office. Although we have entered into confidentiality agreements with our employees and consultants, we cannot be certain that others will not gain access to these trade secrets. Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

We may be exposed to liability for infringing intellectual property rights of other companies.

Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any patents and trademarks which our products or their use might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights, in a suit with another party.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock over the past few years. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock markets in general can experience considerable price and volume fluctuations.

We have not voluntary implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflict of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. We intend to adopt certain corporate governance measures such as a code of ethics and establish an Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of our board of directors. Prospective investors should bear in mind our current lack of both corporate governance measures in formulating their investment decisions.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the Securities and Exchange Commission adopted rules requiring smaller reporting companies, such as our company, to include a report of management on the company's internal controls over financial reporting in their annual reports for fiscal years ending on or after December 15, 2007. We were required to include the management report in annual reports starting with the year ending December 31, 2009. Previous SEC rules required a non-accelerated filer to include an attestation report in its annual report for years ending on or after June 15, 2010. Section 989G of the Dodd-Frank Act added SOX Section 404(c) to exempt from the attestation requirement smaller issuers that are neither accelerated filers nor large accelerated filers under Rule 12b-2. Under Rule 12b-2, subject to periodic and annual reporting criteria, an “accelerated filer” is an issuer with market value of $75 million, but less than $700 million; a “large accelerated filer” is an issuer with market value of $700 million or greater. As a result, the exemption effectively applies to companies with less than $75 million in market capitalization. Item 9a of this filing, Controls and Procedures, indicates the company’s controls and procedures were not effective.

If a public market for our common stock develops, trading will be limited under the SEC’s penny stock regulations, which will adversely affect the liquidity of our common stock.

The trading price of our common stock is less than $5.00 per share and, as a result, our common stock is considered a "penny stock," and trading in our common stock would be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. Generally, the broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. An active and liquid market in our common stock may never develop due to these factors.

Item 1B. Unresolved Staff Comments

Our principal offices are located at 4540 Alpine Road, Blue Ash, Ohio 45242, which include 3,000 square feet in office space and 12,000 square feet in manufacturing/development space. We pay $8,500 per month in rent and our current lease expires in September of this year. AMP will have to locate a new location for office and manufacturing/development space.

Item 3. Legal Proceedings

We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

Item 4. (Removed and Reserved)

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock was quoted on the OTCBB and OTCQB under the symbol "TTSO" from July 14, 2009 through May 24, 2010 and then under the symbol “AMPD” from May 24, 2010 to present. The following table sets forth the range of high and low prices per share of our common stock for each period indicated. As there was no trading in 2009, we have only included data for 2010.

Quarters Ended	Mar 31				Jun 30				Sept 30				Dec 31
	High		Low		High		Low		High		Low		High		Low
2010	$	n/a	$	n/a	$	1.05	$	0.51	$	0.85	$	0.51	$	1.05	$	0.55

Holders of our Common Stock

As of March 29, 2011, there were approximately 118 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, Nevada 89014.

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2010:

Plan	Number of securities to be issued upon exercise of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders – 2010 Stock Incentive Plan	1,730,000	$ 0.40		270,000
Equity compensation plans or arrangements not approved by security holders	9,922,985	$ 0.83		0
Total	11,652,985	$ 0.77		270,000

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a stockholder to liquidate his or her shares. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in the Company will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

	·	contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
	·	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
	·	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;
	·	contains a toll-free telephone number for inquiries on disciplinary actions;
	·	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
	·	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

	·	the bid and offer quotations for the penny stock;
	·	the compensation of the broker-dealer and its salesperson in the transaction;
	·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
	·	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Unregistered Sales of Equity Securities

On December 28, 2009, the Company entered a Conversion Agreement with Bowden Transportation Ltd. (“Bowden”) pursuant to which Bowden agreed to convert a loan in the amount of $20,000 provided to AMP on December 21, 2009 into 500 shares of Series A Preferred Stock (the “Series A Stock”).

On December 28, 2009, the Company entered a Conversion Agreement with Han Solutions II, LLC (“Han”) pursuant to which Han agreed to convert a loan in the amount of $315,000 provided to AMP from October 28, 2009 through December 21, 2009 into 7,875 shares of Series A Stock.

The Series A Stock is convertible, at any time at the option of the holder, into common shares of the Company based on a conversion price of $4.70588 per share. The Series A Stock has a par value of $0.001 per share. The holders of the Series A Stock are not entitled to convert the Series A Stock and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Series A Stock has voting rights on an as converted basis. Holders of the Series A Stock are not entitled to receive dividends and do not hold any liquidation rights.

On December 28, 2009, the Company entered a Conversion Agreement with Ziu Zhang (“Zhang”) pursuant to which Zhang agreed to convert a loan in the amount of $50,000 provided to AMP on November 30, 2009 into 148,932 shares of common stock of the Company.

On December 28, 2009, the Company assumed a Services Agreement entered between AMP and Pharmacy Management Services pursuant to which the Company issued Pharmacy Management Strategies LLC a common stock purchase warrant to acquire 500,000 shares of common stock at $0.40 per share for a term of five years. Half of the shares of common stock issuable under this warrant vested immediately and the balance shall vest one year from the date of the agreement.

On January 15, 2010, the Company entered a Subscription Agreement with Han pursuant to which Han acquired 625 shares of Series A Stock in consideration of $25,000.

On January 13, 2010, the Company entered into a letter agreement with Maggie Moran, a director of the Company, The Company has agreed to pay Ms. Moran $40,000 per year and issue Ms. Moran an option to acquire 325,000 shares of common stock for five years with an exercise price of $0.40 per share. The options vest at 75,000 upon Ms. Moran executing her letter of appointment and 50,000 every six months thereafter.

From January 7, 2010 to March 4, 2010, the Company entered into subscription agreements with various accredited investors pursuant to which the investors purchased 1,042,062 shares of the Company’s common stock for an aggregate purchase price of $340,275.

On March 4, 2010, the Company compensated John Carris Investments LLC, as placement agent (“JCI”), for assisting in the sale of common stock by paying a commission in the aggregate amount of $35,528 and issuing JCI a common stock purchase warrant to purchase 105,704 shares of the Company’s common stock at an exercise price of $0.336 per share.

On March 1, 2010, the Company issued a 6% promissory note in the principal amount of $100,000 (the “March 2010 Note”) to an accredited investor (the “March 2010 Lender”) in consideration of $100,000. In addition to the March 2010 Note, the March 2010 Lender also received a Common Stock Purchase Warrant to acquire 125,006 shares of common stock at an exercise price of $0.40 per share exercisable for a period of three years. The March 2010 Note had an interest rate of 6% per annum and was repaid in the third quarter of 2010.

From March 15, 2010 through October 22, 2010, the Company sold an aggregate of 7,256,000 shares of common stock for an aggregate purchase price of $2,902,400 to accredited investors. The closings occurred on the following dates:

•	On March 15, 2010, the Company sold 625,000 shares of common stock for an aggregate consideration of $250,000.

•	On April 7, 2010, the Company sold 200,000 shares of common stock for an aggregate consideration of $80,000.

•	On April 12, 2010, the Company sold 62,500 shares of common stock for an aggregate consideration of $25,000.

•	On April 16, 2010, the Company sold 112,500 shares of common stock for an aggregate consideration of $45,000.

•	On April 23, 2010, the Company sold 250,000 shares of common stock for an aggregate consideration of $100,000.

•	On May 6, 2010, the Company sold 175,000 shares of common stock for an aggregate consideration of $70,000.

•	On May 20, 2010, the Company sold 75,000 shares of common stock for an aggregate consideration of $30,000.

•	On May 25, 2010, the Company sold 75,000 shares of common stock for an aggregate consideration of $30,000

•	On May 28, 2010, the Company sold 500,000 shares of common stock for an aggregate consideration of $200,000.

•	On June 30, 2010, the Company sold 36,000 shares of common stock for an aggregate consideration of $14,400.

•	On July 7, 2010, the Company sold 175,000 shares of common stock for an aggregate consideration of $70,000.

•	On July 15, 2010, the Company sold 62,500 shares of common stock for an aggregate consideration of $25,000.

•	On July 22, 2010, the Company sold 1,125,000 shares of common stock for an aggregate consideration of $450,000.

•	On August 12, 2010, the Company sold 1,250,000 shares of common stock for an aggregate consideration of $500,000.

•	On August 27, 2010, the Company sold 375,000 shares of common stock for an aggregate consideration of $150,000.

•	On September 16, 2010, the Company sold 375,000 shares of common stock for an aggregate consideration of $150,000.

•	On September 22, 2010, the Company sold 1,625,000 shares of common stock for an aggregate consideration of $650,000.

•	On October 22, 2010, the Company sold 157,500 shares of common stock for an aggregate consideration of $63,000.

From March 15, 2010 through October 22, 2010, the Company compensated JCI as placement agent for assisting in the sale of common stock by paying it commissions in the aggregate amount of $290,240 and issuing the placement agent a common stock purchase warrants to purchase 725,600 shares of the Company’s common stock at an exercise price of $.40 per share.

On May 28, 2010, the Company assumed a Services Agreement entered between AMP and Mark Valerio pursuant to which the Company issued Mark Valerio an option to purchase 250,000 shares of voting common stock for a term of three years with a per share exercise option price of $0.40. The option shall vest as follows: 100,000 shares as of the date of May 28, 2010 (effective date); 50,000 shares within six months of the effective date; 50,000 shares within 12 months of the effective date; 50,000 shares within 18 months of the effective date.

On May 28, 2010, the Company assumed a Consulting Agreement entered between AMP and Maggie Moran pursuant to which the Company issued Maggie Moran an option to purchase up to 175,000 shares of common stock at an exercise price of $0.40 per share for a term of five years. The options shall vest quarterly in equal installments over a period of two years at a rate of 21,875 shares per quarter. The base consulting fee shall be $40,000 per year paid once per quarter on the first day of each quarter. She will receive reimbursement of reasonable business expenses if approved in advance by AMP’s CFO. Additional compensation shall be paid as follows if Maggie Moran assists in securing financing as defined in the agreement: $750,000 if AMP secures financing of more than $20,000,000 but less than $35,000,000; $1,750,000 if AMP secures financing of more than $35,000,000 but less than $50,000,000; $2,500,000 if AMP secures financing of more than $50,000,000 but less than $75,000,000; $2,500,000 plus a bonus of at least on-half of one percent of the total financing if AMP secures financing of more than $75,000,000.

On May 28, 2010 the Company assumed a Consulting Agreement with Pharmacy Management Strategies, LLC (“Pharmacy”) whereby Pharmacy will provide certain business development related services to the Company. As compensation for providing the services, the Company issued Pharmacy a common stock purchase warrant to acquire 350,000 shares of common stock for a period of five years at an exercise price of $0.40 per share, which will vest quarterly in equal installments over a period of two years at a rate of 43,750 shares of common stock per quarter.

On April 8, 2010, the Company assumed a Consulting Agreement with SynTech Solutions, LLC to add Mr. Dennis H. Davis as a member of its Advisory Board. Members receive $2,500 per meeting, consulting fees of $1,000 per day and a retainer of $1,500 per month. Members will be eligible to participate in AMP’s equity position, details of which are still to be worked out.

On April 8, 2010, the Company assumed a Consulting Agreement with International Energy, LLC to add Dr. William Wylam as a member of its Advisory Board. Members receive $2,500 per meeting, consulting fees of $1,000 per day and a retainer of $1,500 per month. Members will be eligible to participate in AMP’s equity position, details of which are pending.

On June 1, 2010, the Company amended an October, 20, 2009 Services Agreement entered between AMP and CSIR Group, LLC for investor relations services, pursuant to which the Company issued CSIR 240,000 stock purchase warrants with an exercise price of $0.40 per share for a period of five years beginning June 1, 2010. The warrants will vest equally in quarterly installments of 30,000 each. CSIR will be paid a fee of $ 7,500 beginning March 1, 2010 payable on the first day of each month.

On April 28, 2010, the Company assumed a Consulting Agreement entered between AMP and Gavin Scotti, Sr. pursuant to which the Company issued Gavin Scotti, Sr. a common stock purchase warrant to purchase 350,000 shares of common stock for a term of five years with a per share exercise option price of $0.40. The option shall vest equally in quarterly installments of 43,750 shares per quarter over two years. Additional compensation shall be paid if Mr. Scotti, Sr. is instrumental in raising capital through government or private capital as follows: $500,000 for raising up to $10,000,000; $750,000 for raising between $10,000,000 and $35,000,000; $1,000,000 for raising over $35,000,000 in financing.

On May 12, 2010, a Stock Incentive Plan was approved by the Board of Directors.

On August 24, 2010, the Company entered into a letter agreement with Nancy Dunlap, a director of the Company, The Company has agreed to pay Ms. Dunlap $40,000 per year and issue Ms. Dunlap an option to acquire 325,000 shares of common stock for five years with an exercise price of $0.60 per share. The options vest at 75,000 upon Ms. Dunlap executing her letter of appointment and 50,000 every six months thereafter.

On September 28, 2010, the Company assumed a Services Agreement entered between AMP and Ron Sobrero pursuant to which the Company issued Ron Sobrero an option to purchase 100,000 shares of voting common stock for a term of three years with a per share exercise option price of $0.70. The option shall vest as follows: 40,000 shares as of the date of September 28, 2010 (effective date); 20,000 shares within six months of the effective date; 20,000 shares within 12 months of the effective date; 20,000 shares within 18 months of the effective date.

On October 11, 2010, the Company entered into a letter agreement with James E. Taylor, a director of the Company, The Company has agreed to pay Mr. Taylor $40,000 per year and issue Mr. Taylor an option to acquire 325,000 shares of common stock for five years with an exercise price of $0.68 per share. The options vest at 75,000 upon Mr. Taylor executing his letter of appointment and 50,000 every six months thereafter.

On December 8, 2010, Mr. Taylor entered into an employment agreement with the Company pursuant to which he was appointed as the Chief Executive Officer and Vice-Chairman of the Company in consideration of an annual salary of $300,000. Additionally, Mr. Taylor will be eligible for annual bonuses with a target amount of 100% of his salary. The actual amount of any bonus may be more or less than such target and will be determined by the board of directors in its absolute discretion. Half of the bonus may be paid, in the Company’s discretion, in unregistered shares of common stock at a price per share equal to the weighted average closing price per share of the common stock over the twenty most recent trading days prior to such grant. In addition to the salary and any bonus, Mr. Taylor will be entitled to receive health and fringe benefits that are generally available to the Company’s management employees. As additional compensation, the Company granted Mr. Taylor options to acquire 1,200,000 shares of common stock at an exercise price of $0.72 per share for a period of ten years. The Company also provided Mr. Taylor with a common stock purchase warrant to acquire 600,000 shares of common stock exercisable at any time in the five years following the signing of the agreement at an exercise price of $2.00 per share.

On December 8, 2010, Stephen S. Burns entered into an employment agreement with the Company pursuant to which he was appointed as the President of the Company in consideration of an annual salary of $200,000, however, only 50% of the salary ($100,000) will be payable at this time. The remaining 50% of the salary will accrue and be deferred until the board of directors elects to increase the salary to include all or a portion of the deferred salary based on certain events. Additionally, Mr. Burns will be eligible for annual bonuses with a target amount of 100% of his salary. The actual amount of any bonus may be more or less than such target and will be determined by the Board in its absolute discretion. Half of the bonus may be paid, in the Company’s discretion, in unregistered shares of common stock at a price per share equal to the weighted average closing price per share of the common stock over the twenty most recent trading days prior to such grant. In addition to the salary and any bonus, Mr. Burns will be entitled to receive health and fringe benefits that are generally available to the Company’s management employees in accordance with the then existing terms and conditions of the Company’s policies. As additional compensation, the Company granted Mr. Burns options to acquire 300,000 shares of common stock at an exercise price of $0.72 per share for a period of ten years. The Company also provided Mr. Burns with a common stock purchase warrant to acquire 300,000 shares of Common Stock exercisable at any time in the five years following the signing of the agreement at an exercise price of $2.00 per share.

On December 8, 2010, Mr. Paresi entered into a letter agreement with the Company pursuant to which he was appointed as a director of the Company in consideration of an annual fee of $60,000. Additionally, the Company granted Mr. Paresi options to purchase 500,000 shares of the Company’s common stock at $0.72 per share. The options will expire five years from the vesting date with 125,000 options vesting upon the signing of the agreement and 75,000 every six months thereafter for a total of 500,000 shares. In addition, the Company granted Mr. Paresi a common stock purchase warrant to acquire 500,000 shares of common stock exercisable at any time in the five years following the signing of the agreement at an exercise price of $2.00 per share. There is no understanding or arrangement between Mr. Paresi and any other person pursuant to which Mr. Paresi was selected as the Chairman of the Board of Directors of the Company. Mr. Paresi does not have any family relationship with any director, executive officer or person nominated or chosen by us to become the Chairman of the Board of Directors or an executive officer. Since January 1, 2009, Mr. Paresi has not had a direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000.

From December 3, 2010 through March 29, 2011, the Company sold an aggregate of 3,364,983 shares of common stock and common stock purchase warrants (the "Warrants") to acquire 1,682,492 shares of common stock of the Company for an aggregate purchase price of $2,018,990 to accredited investors. The Warrants are exercisable for two years at an exercise price of $0.80. The closings occurred on the following dates:

·	On December 3, 2010, the Company sold 586,667 shares of common stock and Warrants to acquire 293,334 shares of common stock for an aggregate consideration of $352,000.

·	On December 17, 2010, the Company sold 483,333 shares of common stock and Warrants to acquire 241,667 shares of common stock for an aggregate consideration of $290,000.

·	On December 31, 2010, the Company sold 500,000 shares of common stock and Warrants to acquire 250,000 shares of common stock for an aggregate consideration of $300,000.

·	On January 26, 2011, the Company sold 436,667 shares of common stock and Warrants to acquire 218,333 shares of common stock for an aggregate consideration of $262,000.

·	On February 17, 2011, the Company sold 208,333 shares of common stock and Warrants to acquire 104,167 shares of common stock for an aggregate consideration of $125,000.

·	On March 1, 2011, the Company sold 158,333 shares of common stock and Warrants to acquire 79,167 shares of common stock for an aggregate consideration of $95,000.

·	On March 3, 2011, the Company sold 208,317 shares of common stock and Warrants to acquire 104,158 shares of common stock for an aggregate consideration of $124,990.

·	On March 16, 2011, the Company sold 133,333 shares of common stock and Warrants to acquire 66,667 shares of common stock for an aggregate consideration of $80,000.

·	On March 28, 2011, the Company sold 350,000 shares of common stock and Warrants to acquire 175,000 shares of common stock for an aggregate consideration of $210,000.

·	On March 29, 2011, the Company sold 300,000 shares of common stock and Warrants to acquire 150,000 shares of common stock for an aggregate consideration of $180,000.

From December 3, 2010 through March 29, 2011, the Company compensated JCI as placement agent for assisting in the sale of the securities by paying it commissions in the aggregate amount of $201,899 and issuing the placement agent common stock purchase warrants to purchase 336,498 shares of the Company's common stock at an exercise price of $.60 per share.

On January 12, 2011, Paul V. Gonzales and the Company entered into an Employment Agreement pursuant to which Mr. Gonzales agreed to serve as the Chief Financial Officer of the Company. Pursuant to the terms of the Employment Agreement, Mr. Gonzales shall receive an annual salary of $150,000. Additionally, Mr. Gonzales will be eligible for annual bonuses with a target amount of 100% of his salary. The actual amount of any bonus may be more or less than such target and will be determined by the CEO of the Company in his discretion pursuant to certain guidelines and parameters set by the Board of Directors. Half of the bonus may be paid, in the CEO’s discretion in unregistered shares of common stock at a price per share equal to the weighted average closing price per share of the common stock over the twenty most recent trading days prior to such grant. In addition to the salary and any bonus, Mr. Gonzales will be entitled to receive health and fringe benefits that are generally available to the Company’s management employees. As additional compensation, the Company granted Mr. Gonzales options to acquire 200,000 shares of common stock at an exercise price of $0.81 per share for a period of ten years.

This issuance of these above securities is exempt from the registration requirements under Rule 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to include disclosure under this item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Some of the statements contained in this Form 10-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·	Our ability to attract and retain management;
·	Our ability to raise capital when needed and on acceptable terms and conditions;
·	The intensity of competition;
·	General economic conditions;
·	Changes in regulations;
·	Whether the market for electric vehicles continues to grow, and, if it does, the pace at which it may grow; and
·	Our ability to compete against large competitors in a rapidly changing market for electric vehicles.

All written and oral forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Our Plan of Operation should be read in conjunction with our financial statements included herein.

On December 28, 2009, we entered into and closed a Share Exchange Agreement with the AMP Shareholders pursuant to which we acquired 100% of the outstanding securities of AMP in exchange for 14,890,904 shares of our common stock. Considering that, following the merger, the AMP Shareholders control the majority of our outstanding voting common stock and we effectively succeeded our otherwise minimal operations to those that are theirs, AMP is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of AMP securities for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. AMP is the surviving and continuing entities and the historical financials following the reverse merger transaction will be those of AMP. We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of AMP pursuant to the terms of the Share Exchange Agreement. As a result of such acquisition, our operations our now focused on the design, marketing and sale of modified automobiles with an all electric drivetrain and battery systems. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

Results of Operations

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Revenue. Revenue was $140,707 for the year ended December 31, 2010 and consisted of a limited number of experimental vehicles. We did not generate revenue for the year ended December 31, 2009.

Expenses. Our expenses for the year ended December 31, 2010 were $5,160,270 and included payroll and payroll taxes ($1,327,002), stock based compensation ($1,436,979), batteries, motors and supplies ($719,644) and legal and professional ($370,037). Our expenses for the year ended December 31, 2009 were $1,528,020 and included payroll and payroll taxes ($702,233), batteries, motors and supplies ($301,797) and legal and professional ($136,145). The reason for the increase in comparing the year ended 2010 to 2009 was an increase in activity in developing and promoting our products which included the hiring of additional employees.

Net loss. Net loss for the years ended December 31, 2010 and 2009 were $5,028,106 and $1,524,923, respectively.

Liquidity and Capital Resources

As of December 31, 2010, we had current assets of $453,190 including cash of $385,293 and current liabilities of $784,608. As of December 31, 2009, we had current assets of $13,688 including cash of $0 and current liabilities of $583,406.

Operating Activities

Our operating activities from continuing operations resulted in net cash used by operations of $3,251,514 for the year ended December 31, 2010 compared to net cash used by operations of $1,240,975 for the year ended December 31, 2009. The net cash used by operations for the year ended December 31, 2010 reflects a net loss of $5,028,106 offset by stock based compensation of $1,436,979, depreciation of $40,733, accounts payable, related parties of $144,172, account payables of $131,981, stock issued for legal services of $87,000, an increase in accounts receivable of $58,042, and other minor factors. The net cash used by operations for the year ended December 31, 2009 reflects a net loss of $1,524,923 offset by depreciation of $34,864, customer deposits of $96,000, account payables of $157,736 and other minor factors.

Investing Activities

Our investing activities resulted in a net cash outflow of $26,014 for the year ended December 31, 2010 compared to a net cash inflow of $8,649 for the year ended December 31, 2009. Cash used in investing activities principally represents capital expenditures offset by proceeds from the sale of assets and repayments of an advance to a related party.

Financing Activities

Our financing activities resulted in a cash inflow of $3,662,821 for the year ended December 31, 2010 and $1,174,023 for the year ended December 31, 2009, which principally represents proceeds from the issuance of common stock.

Presently, due to the lack of revenue we are not able to meet our operating and capital expenses. There is doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon successful roll out of our products and maintaining a break even or profitable level of operations. We have incurred operating losses since inception, and this is likely to continue through the fiscal year ending December 31, 2011.

We require funds to enable us to address our minimum current and ongoing expenses, expand marketing and promotion activity connected with the development and marketing of our products and to increase market share. Our cash on hand will not be sufficient to satisfy all of our cash requirements as we continue to progress and expand. We estimate that we will require between $12,000,000 and $15,000,000 to carry out our business plan for the next twelve months. Because we cannot anticipate when we will be able to generate revenues from sales, we will need to raise additional funds to continue to develop our business, respond to competitive pressures and to respond to unanticipated requirements or expenses. If we are not able to generate significant revenues from the sale of our products, we will not be able to maintain our operations or achieve a profitable level of operations.

The financial requirements of our Company will be dependent upon the financial support through credit facilities and additional sales of our equity securities. The issuance of additional equity securities by us may result in a significant dilution in the equity interests of our current shareholders. Should additional financing be needed, there is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

We can give no assurance that we will be successful in implementing any phase, all phases of the proposed business plan, or that we will be able to continue as a going concern.

Presently we have no revolving Credit Facility established. There is no guarantee that we will be able to enter into an agreement to establish a line of credit or that if we do enter into such agreement that it will be on favorable terms.

Off-Balance Sheet Arrangements



Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Stockholders’ Equity	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7- F-13



Assets	2010			2009

Current assets:
Cash in bank	$	385,293		$	-
Accounts receivable		58,042			-
Deposits		9,855			8,500
Prepaid expenses		-			5,188
		453,190			13,688
Property, plant and equipment:
Software		5,325			5,325
Equipment		128,176			118,426
Vehicles and prototypes		90,625			56,366
		224,126			180,117
Less accumulated depreciation		147,955			114,111
		76,171			66,006

	$	529,361		$	79,694

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Cash overdraft	$	-		$	2,523
Accounts payable		451,422			319,441
Accounts payable, related parties		206,614			62,442
Customer deposits		77,393			96,000
Notes payable		-			60,000
Shareholder advances		43,000			43,000
Current portion of long term debt		6,179			-
		784,608			583,406

Long-term debt		25,253			-

Commitments and contingencies		-			-

Stockholders' equity (deficit):
Series A preferred stock, par value of $.001 per share 75,000,000 shares
shares authorized, 9,000 shares issued and outstanding at December 31, 2010
and 8,375 shares issued and outstanding at December 31, 2009		9			8
Common stock, par value of $.001 per share 250,000,000 shares authorized,
27,712,401 shares issued and outstanding at December 31, 2010 and
17,769,836 shares issued and outstanding at December 31, 2009		27,713			1,270
Additional paid in capital		6,647,857			2,859,962
Stock based compensation		1,436,979			-
Accumulated deficit during the development stage		(8,393,058	)		(3,364,952	)
		(280,500	)		(503,712	)

	$	529,361		$	79,694

	Year Ended December 31, 2010			Year Ended December 31, 2009			Since Date of Inception, February 20, 2007 to December 31, 2010

Sales	$	140,707		$	-		$	140,707

Expenses:
Payroll and payroll taxes		1,327,002			702,233			2,649,698
Employee benefits		133,156			82,376			274,728
Stock based compensation		1,436,979			7,983			1,454,719
Batteries and motors and supplies		719,644			301,797			1,363,182
Legal and professional		370,037			136,145			884,005
Advertising		260,500			65,152			543,340
Consulting		284,551			-			284,551
Engineering temporary labor		203,792			20,223			224,015
Travel and entertainment		88,818			53,255			186,508
Depreciation		40,733			34,864			171,341
Rent		100,585			31,930			163,535
Insurance		86,489			30,751			128,723
Facilities, repairs & maintenance		49,892			27,223			79,650
Utilities		28,519			22,954			63,047
Interest and bank fees		13,199			736			15,855
Other		16,374			10,398			41,422
		5,160,270			1,528,020			8,528,319
Net loss from operations during the
development stage		(5,019,563	)		(1,528,020	)		(8,387,612	)

Other income (loss):
Gain (Loss) on sale of assets		(8,543	)		3,097			(5,446	)

Net loss during the development stage	$	(5,028,106	)	$	(1,524,923	)	$	(8,393,058	)

Basic loss per share	$	(0.23	)	$	(6.20	)	$	(0.44	)

Weighted average number of common
shares outstanding		22,019,054			245,770			18,878,328

	Common Stock					Series A Preferred Stock				Additional			Stock		Accumulated Deficit During the			Total
	Number of Shares		Amount			Number of Shares		Amount		Paid-in Capital			Based Compensation		Development Stage			Stockholders' Equity

Beginning capital - inception		-	$	-			-	$	-	$	-		$	-	$	-		$	-

Issuance of common stock, and fulfillment
of stock subscriptions receivable		515		900,000			-		-		-			-		-			900,000
Net loss from operations, period of inception,
February 20, 2007 to December 31, 2007		-		-			-		-		-			-		(456,145	)		(456,145	)
		515	$	900,000			-	$	-	$	-		$	-	$	(456,145	)	$	443,855

Issuance of common stock, and fulfillment
of stock subscriptions receivable		307.5		875,000			-		-		-			-		-			875,000
March 10, 2008 stock dividend		4,480		-			-		-		-			-		-			-
Share based compensation for the year
ended December 31, 2008		-		9,757			-		-		-			-		-			9,757
Net loss from operations, year ended
December 31, 2008		-		-			-		-		-			-		(1,383,884	)		(1,383,884	)
		5,302.5	$	1,784,757			-	$	-	$	-		$	-	$	(1,840,029	)	$	(55,272	)

January 1, 2009 stock re-pricing agreement		1,287.5		-															-
Issuance of common stock, and fulfillment
of stock subscriptions receivable		12,015		753,511			-		-		49,989			-		-			803,500
Share based compensation to
December 28, 2009		-		7,983			-		-		-			-		-			7,983
Shares issued out of stock option plan on
December 31, 2009		230		-			-		-		-			-		-			-
Net effect of purchase accounting adjustments		1,250,439		(2,544,981	)		-		-		2,544,981			-		-			-
Conversion of convertible notes		-		-			8,375		8		264,992			-		-			265,000
Net loss from operations, year ended
December 31, 2009		-		-			-		-		-			-		(1,524,923	)		(1,524,923	)
		1,269,274	$	1,270			8,375	$	8	$	2,859,962		$	-	$	(3,364,952	)	$	(503,712	)

Conversion of convertible note		2,125		2			-		-		9,998			-		-			10,000
Issuance of preferred stock, and fulfillment
of stock subscriptions receivable		-		-			625		1		24,999			-		-			25,000
Issuance of common stock, and fulfillment
of stock subscriptions receivable		171,969		172			-		-		745,207			-		-			745,379
Shares issued for forward split of common
stock on a 14:1 basis		18,766,397		18,766			-		-		(18,766	)		-		-			-
Issuance of common stock, and fulfillment
of stock subscriptions receivable		7,401,000		7,401			-		-		2,939,559			-		-			2,946,960
Conversion of account payable		101,636		102			-		-		86,898			-		-			87,000
Share based compensation for the year
ended December 31, 2010		-		-			-		-		-			1,436,979		-			1,436,979
Net loss from operations, year ended
December 31, 2010		-		-			-		-		-			-		(5,028,106	)		(5,028,106	)
		27,712,401	$	27,713			9,000	$	9	$	6,647,857		$	1,436,979	$	(8,393,058	)	$	(280,500	)

A vehicle with a fair market value of $30,400 and cash of $69,600 was accepted as consideration for issuance of common stock on February 20, 2007.

A vehicle with a fair market value of $30,884 and cash of $69,116 was accepted as consideration for issuance of common stock on June 15, 2007.

Consulting services valued at $50,000 were accepted as consideration for issuance of common stock on October 1, 2008.

Legal services valued at $87,000 were accepted as consideration for issuance of common stock on December 21, 2010.

	Year Ended December 31, 2010			Year Ended December 31, 2009			Since Date of Inception, February 20, 2007 to December 31, 2010

Cash flows from operating activities:
Net loss during the development stage	$	(5,028,106	)	$	(1,524,923	)	$	(8,393,058	)
Adjustments to reconcile net loss from operations
to cash used by operations:
Depreciation		40,733			34,864			171,341
Loss (Gain) on sale of asset		8,543			(3,097	)		5,446
Stock based compensation		1,436,979			7,983			1,454,719
Advertising		-			-			50,000
Legal fees		87,000			-			87,000
Effects of changes in operating assets and liabilities:								-
Accounts receivable		(58,042	)		-			(58,042	)
Prepaid expenses and deposits		3,833			(9,538	)		(9,855	)
Accounts payable		131,981			95,294			451,422
Accounts payable, related parties		144,172			62,442			206,614
Customer deposits		(18,607	)		96,000			77,393

Net cash used by operations		(3,251,514	)		(1,240,975	)		(5,957,020	)

Cash flows from investing activities:
Capital expenditures		(41,914	)		(25,482	)		(191,147	)
Proceeds on sale of assets		15,900			17,000			32,900
Advance to related party		-			17,131			-

Net cash provided (used) by investing activities		(26,014	)		8,649			(158,247	)

Cash flows from financing activities:
Cash overdraft		(2,523	)		2,523			-
Proceeds from notes payable		100,000			60,000			160,000
Payments on notes payable		(150,000	)		-			(150,000	)
Payments on long-term debt		(1,995	)		-			(1,995	)
Shareholder advances		-			43,000			43,000
Issuance of common and preferred stock		3,717,339			1,068,500			6,449,555

Net cash provided by financing activities		3,662,821			1,174,023			6,500,560

Change in cash		385,293			(58,303	)		385,293
Cash at inception, February 20, 2007								-
Cash at December 31, 2008					58,303
Cash at December 31, 2009		-		$	-			-
Cash at December 31, 2010	$	385,293					$	385,293

Supplemental disclosure of non-cash activities:
Vehicles valued at $61,284 were contributed as consideration for issuance of common stock during the
period from inception, February 20, 2007, to December 31, 2007.
Consulting services valued at $50,000 were accepted as consideration for issuance of common stock in
October 2008.
During March 2010 a note payable of $10,000 was converted to 29,750 shares of common stock.
A vehicle valued at $33,427 was acquired through bank financing in September 2010.
Legal services valued at $87,000 were accepted as consideration for issuance of common stock in
December 2010.

	December 31, 2010				December 31, 2009

Outstanding, beginning of year		-	$	-		-	$	-
Granted		5,750,000		0.58		-		-
Forfeited or expired		-		-		-		-

Outstanding, end of year		5,750,000	$	0.58		-	$	-

Exercisable, end of year		2,234,625	$	0.55		-	$	-

	December 31, 2010					December 31, 2009

Non-vested, beginning of year		-		$	-		-	$	-
Granted		5,750,000			0.31		-		-
Vested		(2,234,625	)		0.30		-		-
Options forfeited or expired		-			-		-		-

Non-vested, end of year		3,515,375		$	0.32		-	$	-

Name	Age	Position
Joseph S. Paresi	55	Chairman of the Board of Directors
James E. Taylor	54	Chief Executive Officer and Vice-Chairman of the Board of Directors
Stephen S. Burns	51	Director, President and Secretary
Maggie M. Moran	36	Director
Nancy M. Dunlap	58	Director
Paul V. Gonzales	58	Chief Financial Officer

	·	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
	·	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

	·	Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
	·	Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
	·	Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Stock Options ($)		Non-equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
James E. Taylor	2010	$	30,770		0		0		727,500		0		0		0		758,270
CEO

Stephen S. Burns	2010	$	100,000		0		0		333,000		0		0		0		433,000
President	2009	$	25,000		0		0		0		0		0		0		25,000
and Director

Tim Wieck (1)	2010	$	150,000		0		0		13,000		0		0		0		163,000
	2009	$	150,000		0		0		1,770		0		0		0		151,770

Don Wires (1)	2010	$	100,000		0		0		52,000		0		0		0		152,000
	2009	$	100,000		0		0		0		0		0		0		100,000

Outstanding Equity Awards at Fiscal Year-End
	Option awards											Stock awards
	Number of securities underlying unexercised options (#)		Number of securities underlying unexercised options (#)			Equity incentive plan awards: Number of securities underlying unexercised options			Options exercise price		Option expiration	Number of shares or units of stock that have not vested			Market value of shares or units of stock that have not vested		Equity incentive plan awards: Number of unearned shares other rights that have not vested			Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
Name and principal position	Exercisable		Unexercisable				(#	)	($)		Date		(#	)	($)			(#	)	($)
James E, Taylor, CEO		75,000		250,000	(a)		0		$	0.68	10/11/2015		0		$	0		0		$	0
		400,000		800,000	(b)		0		$	0.72	12/8/2020		0		$	0		0		$	0
		600,000		0			0		$	2.00	12/8/2015		0		$	0		0		$	0

Stephen S. Burns, President		300,000		300,000	(c)		0		$	0.40	5/12/2015		0		$	0		0		$	0
		100,000		200,000	(d)		0		$	0.72	12/8/2020		0		$	0		0		$	0
		300,000		0			0		$	2.00	12/8/2015		0		$	0		0		$	0

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Stock Options ($)		Non-equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Joseph S. Paresi	$	3,871		0		295,000		0		0		0		298,871
Maggie M. Moran	$	60,000		0		116,000		0		0		0		176,000
Nancy M. Dunlap	$	13,333		0		87,750		0		0		0		101,083

Name of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
Stephen S. Burns*		5,341,558		17.6%
James E. Taylor*		1,125,000		3.7%
Joseph S. Paresi*		825,000		2.7%
Maggie M. Moran*		284,375		1.0%
Paul V. Gonzales*		200,000		**
Nancy M. Dunlap*		125,000		**
All officers and directors as a group (6 persons)		7,900,933		24.1%

Exhibit No.		Description

3.1		Certificate of Designation for Series A Preferred Stock (1)

3.2		Certificate of Change (6)

3.3		Certificate of Correction (6)

3.4		Articles of Merger (7)

3.5		Certificate of Correction (Articles of Merger) (7)

3.6		Certificate of Amendment to the Certificate of Incorporation (9)

4.1		Form of Subscription Agreement by and between Title Starts Online, Inc. and the January 2010 Accredited Investors (2)

4.2		6% Promissory Note issued by Title Starts Online, Inc. on March 1, 2010 (3)

4.3		Form of Subscription Agreement by and between Title Starts Online, Inc. and the March 2010 Accredited Investors (4)

4.4		Form of Subscription Agreement by and between AMP Holding Inc. and Accredited Investors (11)

10.1		Share Exchange Agreement dated as of December 28, 2009 by and among Advanced Mechanical Products, Inc., the shareholders of Advanced Mechanical Products, Inc. and Title Starts Online, Inc. (1)

10.2		Agreement and Release between Title Starts Online, Inc. and Mark DeFoor dated December 29, 2009 (1)

10.3		Conversion Agreement between Title Starts Online, Inc. and Bowden Transportation, Inc. dated December 28, 2009 (1)

10.4		Conversion Agreement between Title Starts Online, Inc. and Han Solutions II, LLC dated December 28, 2009 (1)

10.5		Conversion Agreement between Title Starts Online, Inc. and Ziu Zhang dated December 28, 2009 (1)

10.6		Director Agreement by and between AMP Holding Inc. and Nancy Dunlap dated August 23, 2010 (8)

10.7		Director Agreement by and between AMP Holding Inc, and James E. Taylor dated October 11, 2010 (10)

10.8		Employment Agreement by and between AMP Holding Inc. and James Taylor dated December 8, 2010 (12)

10.9		Employment Agreement by and between AMP Holding Inc. and Stephen S. Burns dated December 8, 2010 (12)

10.10		Director Agreement by and between AMP Holding Inc. and Joseph Paresi dated December 8, 2010 (12)

10.11		Employment Agreement by and between AMP Holding Inc. and Paul V. Gonzales dated January 12, 2011 (13)

16.1		Letter from Schumacher & Associates, Inc. (5)

21.1		List of Subsidiaries(1)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	AMP HOLDING INC.

Dated: March 31, 2011	By:	/s/ James E. Taylor
		Name: James E. Taylor
		Title: Chief Executive Officer and Vice Chairman of the Board of Directors (Principal Executive Officer


	By:	/s/ Paul V. Gonzales
		Name: Paul V. Gonzales
		Title: Chief Financial Officer (Principal Financial Officer)

Signature		Title


/s/James E. Taylor		Chief Executive Officer and Vice Chairman of the Board of
James E. Taylor		Directors (Principal Executive Officer)


/s/Paul V. Gonzales		Chief Financial Officer (Principal Financial Officer)
Paul V. Gonzales

/s/Joseph S. Paresi		Chairman of the Board of Directors
Joseph S. Paresi

/s/Maggie M. Moran		Director
Maggie M. Moran

/s/Nancy M. Dunlap		Director
Nancy M. Dunlap