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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2012

AMP HOLDING INC.
(Exact name of registrant as specified in its charter)

Nevada
000-53704
26-1394771
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
 (IRS Employer Identification Number)

100 Commerce Drive, Loveland, Ohio 45140
(Address of principal executive offices) (zip code)

513-297-3640
(Registrant's telephone number, including area code)

Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On May 16, 2012, Paul V. Gonzales resigned as the Chief Financial Officer of AMP Holding Inc. (the “Company”) to pursue other interests.  Richard Calme was appointed by the Company to serve as the Interim Chief Financial Officer.

Richard Calme has been Controller of AMP Electric Vehicles, Inc. since January 4, 2010.  Prior to working for the Company, Mr. Calme served as a Corporate Controller for clients of Robert Half International from 2007 until 2010.  Mr. Calme’s manufacturing accounting experience also includes previous work history for Kadant Black Clawson, American Fan Company, and Sun Chemical Company. Mr. Calme earned an undergraduate degree in Accounting and an MBA in Finance from Xavier University.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AMP HOLDING INC.
  
       
Date: May 22, 2012
By:
/s/ James Taylor  
    Name: James Taylor  
   
Title: CEO
  
       

 
 
 
 
 
 
 
 
 
 
 
 
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