As filed with the Securities and Exchange Commission on April 29, 2005
Registration No. 333-54002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HAN LOGISTICS, INC.
(Name of small business issuer in its charter)
Nevada 8741 88-0435998
- ----------------------- ------------------------- ------------------
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
__________________
5925 Starcrest Avenue
Reno, Nevada 89523; (775) 787-7483
(Address and telephone number of principal executive offices)
5925 Starcrest Avenue
Reno, Nevada 89523; (775) 787-7483
(Address of principal place of business or intended principal place of
business)
Amee Han Lombardi
5925 Starcrest Avenue
Reno, Nevada 89523; (775) 787-7483
(Name, address and telephone number of agent for service)
Please send copies of all correspondence to:
Branden T. Burningham, Esq.
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
Telephone: (801) 363-7411
Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
__________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Dollar Maximum Maximum Amount of
Class of Securities Amount to Offering Price Aggregate* Registration
to Be Registered Be Registered Per Share* Offering Price Fee
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Common Stock,
$.001 par value $250,000 $1.00 $250,000 $100.00
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TOTAL $250,000 $100.00
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*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(o).
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
HAN LOGISTICS, INC.
Cross Reference Sheet Pursuant to Rule 404 (c) Showing Location in Prospectus
of Information Required by Items of Form SB-2
Item Heading or
Number Caption Location in Prospectus
- ------ ---------------------------------------- ----------------------
1. Front of Registration Statement and Outside
Front Cover of Prospectus.................. Facing Page;
Cross-Reference Sheet;
Outside Front Cover
Page
2. Inside Front and Outside Back Cover Pages
of Prospectus.............................. Inside Front Cover
Page; Outside Back
Cover Page
3. Summary Information and Risk Factors....... Prospectus Summary;
Risk Factors
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price........... Outside Front Cover
Page; Risk Factors;
Determination of
Offering Price and
Additional Information;
Plan of Offering
6. Dilution.................................. Dilution
7. Selling Security Holders.................. Inapplicable
8. Plan of Distribution ..................... Facing Page;
Cross-Reference Sheet;
Outside Front Cover
Page; Prospectus
Summary; Plan of
Offering
9. Legal Proceedings.......................... Proposed Business -
Legal Proceedings
10. Directors, Executive Officers, Promoters and
Control Persons............................ Management - Executive
Officers and Directors
11. Security Ownership of Certain Beneficial
Owners and Management...................... Principal Shareholders;
12. Description of Securities.................. Prospectus Summary;
Description of
Securities
- Description of Common
Stock
13. Interest of Named Experts and Counsel...... Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Management - Executive
Compensation
15. Organization Within Last Five Years........ Plan of Operation
16. Description of Business.................... Proposed Business
17. Management's Discussion and Analysis or
Plan of Operation.......................... Facing Page; Cross -
Reference Sheet;
Outside Front Cover
Page; Plan of Operation
18. Description of Property.................... Proposed Business -
Facilities
19. Certain Relationships and Related
Transactions............................... Certain Transactions
20. Management's Discussion and Analysis or
Plan of Operation.......................... Facing Page; Cross -
Reference Sheet;
Outside Front Cover
Page; Plan of Operation
21. Executive Compensation..................... Management - Executive
Compensation
22. Financial Statements....................... Financial Statements
23. Changes in and Disagreements With Changes in and
Accountants on Accounting and Financial Disagreements With
Disclosure................................. Accountants on
Accounting and
Financial Disclosure
Preliminary Prospectus Dated April __, 2005
SUBJECT TO COMPLETION
The information in this preliminary prospectus is not complete and may be
changed. We may complete or amend this preliminary prospectus without notice.
These securities may not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
Shares of Common Stock 50,000 Minimum - 250,000 Maximum Minimum Investment -
500 Shares
HAN LOGISTICS, INC.
This prospectus covers up to a maximum of 250,000 shares of common stock
offered at a price of $1.00 per share. This is a "best efforts" offering,
which means that we will use our best efforts to sell the common stock and
there is no commitment by any person to purchase any shares. We must sell a
minimum of 50,000, and we may sell a maximum of 250,000, shares of common
stock in the offering. This is a direct participation offering since we, and
not an underwriter, are offering the stock. There is no public market for the
common stock and no assurance that a public market will develop by reason of
this offering. (See "Risk Factors" on pages 3 to 10.)
We will transmit all proceeds from subscriptions to purchase the first 50,000
shares of common stock by noon of the next business day following receipt to
an escrow account at FirstBank of Littleton, 101 West County Line Road,
Littleton, Colorado 80126. Subscribers have no right to the return of their
funds during the term of the escrow period. If we do not receive subscriptions
for at least 50,000 shares of common stock within 90 days from the date of
this prospectus (unless we extend the offering period for up to an additional
90 days), the escrow agent will refund the escrowed funds promptly to
subscribers, without deduction or interest. After we have received proceeds
from the sale of 50,000 shares of common stock, we may continue the offering
without any escrow or refund provisions until all 250,000 shares of common
stock are sold, the expiration of 90 days from the date of this prospectus
(unless extended as described above) or until we elect to terminate the
offering, whichever occurs first.
==============================================================================
Price Selling Proceeds to
to Public Commissions(1) Han Logistics(2)
==============================================================================
Per Share $1.00 $-0- $1.00
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Total Minimum (50,000 shares) (3) $50,000 $-0- $50,000
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Total Maximum (250,000 shares) (3)$250,000 $-0- $250,000
==============================================================================
NOTES:
(1) We will offer the shares of common stock directly to the public through
our executive officers and directors. We will not pay any selling commissions
or other compensation on sales of shares of common stock by our executive
officers and directors.
(2) Does not reflect expenses of the offering estimated not to exceed $30,000.
As of the date of this prospectus, $2,700 of these expenses had not been paid
and, accordingly, that portion of the estimated offering expenses will be paid
out of the proceeds of this offering.
(3) Our executive officers and directors will offer the shares of common stock
on a "$50,000 minimum - $250,000 maximum" basis. There is no assurance that
any or all of the shares of common stock will be sold.
We are offering the shares of common stock on a "minimum - maximum" basis
subject to prior sale, to allotment and withdrawal and to cancellation of the
offer without notice, at any time prior to the release or delivery of the
proceeds of this offering to Han Logistics. We reserve the right to reject any
order or cancel any sale, in whole or in part, for the purchase of any of the
shares of common stock offered prior to the release or delivery of the
proceeds of this offering.
There is no established public market for our common stock and we have
arbitrarily determined the initial offering price. Our Common Stock is not
currently listed or quoted on any quotation service. There can be no assurance
that our common stock will ever be quoted or that any market for our stock
will ever develop.
INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT
TO MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is April __, 2005.
PROSPECTUS SUMMARY
Han Logistics
Han Logistics, Inc., is a development-stage corporation that was organized
under the laws of the State of Nevada on July 1, 1999. We propose to develop,
market and deliver logistical analysis, problem solving and other logistics
services to prospective business customers. "Logistics" involves, in
simplified terms, ensuring that the right product (service), in the right
quantity and condition, is delivered to the right customer, at the right
place, time and cost. We will not specialize in any one area of the logistics
industry, but seek to provide customers with a full range of logistics
services, including, but not limited to, overall analysis, recommendations and
implementation and specific problem-solving. Because our business plan is in
the conceptual stage and our activities to date have been, primarily,
organizational and fund raising in nature, we have no customers for our
proposed services as of the date hereof. Accordingly, we have realized minimal
revenue from operations to date. Our offices are located at 5925 Starcrest
Avenue, Reno, Nevada 89523, and our telephone and facsimile number is (775)
787-7483.
Selected Financial Information
Han Logistics was organized on July 1, 1999, and, accordingly, has only
recently commenced operations in its proposed business of developing,
marketing and delivering logistical analysis, problem-solving and other
logistics services to business customers. No assurance can be given that we
will ever generate earnings from our proposed business.
Summary Balance Sheet Data:
- --------------------------
As of
December 31, 2004
------------------
Working Capital $(23,345)
Current Assets $2,400
Total Assets $2,400
Current Liabilities $25,745
Total Liabilities $25,745
Total Stockholders' Equity (Deficit) $(23,345)
Summary Operating Data:
- ----------------------
Year Ended Inception
December 31, through
2004 December 31, 2004
------------------ -----------------
Net Loss $(6,438) $(50,345)
Earnings (Loss) Per Share $(0.01) $ (0.02)
Weighted Average Common
Shares Outstanding 2,000,000 2,000,000
RISK FACTORS
The purchase of the shares of common stock being offered hereby is speculative
and involves a high degree of risk. Before making an investment decision,
prospective investors should carefully consider, along with other matters
referred to herein, the following risk factors inherent in and affecting our
business and this offering:
Risk Factors Related to Han Logistics
1. We Are a Development-Stage Company with No Prior Business Operations and
We May Not Be Able to Establish Ourselves as a Going Concern.
- -------------------------------------------------------------
Han Logistics was organized on July 1, 1999, and is in the development stage.
We have no operating history on which you can base an evaluation of our
business and prospects. In order to establish ourselves as a going concern, we
are dependent upon the anticipated proceeds of this offering, the receipt of
additional funds from other sources to continue business operations and/or the
achievement of profitable operations. Our efforts, since inception, have been
allocated primarily to:
* Organizational activities;
* Developing a business plan; and
* Providing interim funding.
You should be aware of the increased risks, uncertainties, difficulties and
expenses we face as a new business with no operating history in a new and
rapidly evolving market. The likelihood of our success must be considered in
light of Han Logistics' stage of development. Management has identified no
prospective customers for our proposed logistics services and we may not be
successful in identifying and obtaining customers in the future. Our marketing
program may be expected to encounter problems, complications, expenses and
delays. Further, we will be subject to many of the risks common to
development-stage enterprises, including undercapitalization, cash shortages,
limitations with respect to personnel, technological, financial and other
resources and lack of a customer base and market recognition, most of which
are beyond our control. In addition, we will face special risks associated
with the rapidly changing logistics business. If we are unable to raise
additional funds or achieve profitability or if we encounter unexpected
difficulties and expenses, then our business strategy may not be successful.
2. We Have Realized Minimal Revenue and No Earnings and Have Limited Assets,
and We May Not Be Able to Achieve Profitable Operations in the Future.
- ---------------------------------------------------------------
Since our inception on July 1, 1999, Han Logistics has realized very limited
revenue and no earnings and has had only very limited assets and financial
resources. We may not be able to achieve profitable operations from the
proposed marketing and performance of logistics services in the future. Since
inception, we have realized no revenue and have conducted only limited
operations including, primarily, organizational activities and raising interim
capital. Our success is dependent upon our achieving profitable operations or
obtaining additional financing to enable us to fully implement our business
plan. If we are unable to obtain additional debt and/or equity financing from
this or other securities offerings or otherwise, then we will not be able to
continue as a going concern unless we realize meaningful revenue. During the
development stage of our operations, the revenues generated from operations
can be expected to be insufficient to cover expenses. See "Plan of Operation -
Financial Condition, Liquidity and Capital Resources" and "Certain
Transactions" for a more detailed description of our capitalization and
financial condition.
3. We Need Additional Capital and, if Our Financial Condition Does Not
Improve, We Will Cease Operations and Our Shareholders Will Lose Their Entire
Investment; Our Auditor Has Expressed a Going Concern Qualification.
- --------------------------------------------------------------------
Because Han Logistics will obtain only very minimal funding from this
offering, we are largely dependent upon the proceeds anticipated to be
received from proposed future debt and/or equity financing(s) with which to
carry out our operations. We will cease operations and our shareholders will
lose their entire investment if our financial condition does not improve. Our
independent auditor has expressed this as a "going concern" qualification in
the Independent Auditors' Report on, and footnotes to, Han Logistics'
financial statements. The proceeds of this offering, without an infusion of
capital or profits from operations, are not expected to enable us to continue
in operation after the expiration of the one-year period following the
completion of this offering. We do not anticipate the receipt of significant
operating revenues until management successfully implements our business plan,
if ever. Accordingly, even assuming the success of this offering for the sale
of at least the minimum 50,000 shares of common stock being offered, which is
not assured, Han Logistics is not expected to become a viable business entity
unless additional equity and/or debt financing is obtained. Further, for the
balance of the current calendar year ended December 31, 2005, we estimate that
we will require a minimum of approximately $5,000 in funding to remain viable
as a going concern. The proceeds of this offering are expected to permit us to
continue in operation for approximately the next year. However, we may incur
significant unanticipated expenditures that deplete our capital at a more
rapid rate because of, among other things, the development stage of our
business, our limited personnel and other resources and our lack of customer
base and market recognition. Because of these and other factors, management is
presently unable to predict what additional costs might be incurred by us
beyond those currently contemplated to obtain additional financing and achieve
market penetration on a commercial scale in the logistics services business.
Han Logistics has no identified sources for funds in addition to those
anticipated from this offering, and resources may not be available to us when
needed.
4. The Success of Our Business Depends on the Development and
Enhancement of Our Services and Attracting and Retaining a Large Number of
Potential Customers.
- --------------------
Our success depends on developing and enhancing our limited services and
attracting a large number of potential customers and persuading them to use
our services. Our success is also dependent on ensuring that these customers
remain our loyal long-term customers. If we fail to persuade customers to
utilize our services or our competitors are more successful in achieving
sales, then our revenues will suffer. As a new business, we lack recognition
in the market. We have only limited services available currently. The limited
funding that will be available to us upon the successful completion of this
offering, which is not assured, will not permit us to offer extensive
logistical services and may not enable us to obtain the number and caliber of
customers necessary to achieve profitable operations. Our customers may not
accept our logistics solutions over those offered by our competitors.
Furthermore, we may be required to incur significantly higher and more
sustained advertising and promotional expenditures than we currently
anticipate to attract and convert potential customers to purchasing customers.
As a result, we may not be able to achieve profitability when we expect, or at
all. As of the date of this prospectus, we have no existing, and a number of
potential, customers.
5. Because Our Executive Officers and Directors Are Our Only Employees, Have
Limited Experience, and Are Not Bound By Employment Agreements, We May Not Be
Able to Achieve Profitability or Maintain Our Operations with the Limited and
Experience of These Individuals and We May Realize Serious Harm if They Leave.
- ------------------------------------------------------------------------------
We may not be able to achieve profitability or maintain our operations with
the limited experience of our executive officers and directors. We face the
additional risk that Ms. Amee Han Lombardi could leave with little or no prior
notice because she is not bound by an employment agreement. If we lost the
services of Ms. Han Lombardi, our business could be seriously harmed. Ms. Amee
Han Lombardi, President/Secretary/Treasurer and a director of Han Logistics,
is our only employee. Ms. Han Lombardi has limited prior experience in our
proposed business. See "Management - Business Experience" for a description of
her previous business experience. The logistics services that we propose to
offer involve complicated business determinations requiring qualitative and
subjective evaluations by management and/or others. We do not have "key
person" life insurance policies covering these individuals.
6. Our Business Plan Is Speculative and, Unless We Obtain a Sufficient
Number of Customers, Deliver Services on a Timely and Cost-Effective Basis and
Raise Financing from This Offering and Otherwise, Investors May Lose Their
Investments.
- ------------
Investors must depend entirely upon the business judgment of management whose
business plan is conceptual in nature as of the date of this prospectus. The
success of our business plan is dependent upon our ability to obtain customers
for our proposed superior, highly customized, state-of-the-art analysis,
problem-solving and other logistical services; deliver the services on a
timely and cost-effective basis; and raise financing from this offering. Our
future success will be dependent upon our ability to raise financing in
addition to that anticipated from this offering and numerous other factors
beyond management's control. Except for a part-time marketing specialist and
bookkeeper, no funds will be available to employ individuals in addition to,
and more experienced in the field of logistics than, Han Logistics'
management. Unless we are successful in obtaining a sufficient number of
customers for our proposed logistics services within the one-year period
during which the proceeds of this offering have been allocated, investors may
lose all or a substantial portion of their investments in the shares of common
stock being offered by this prospectus. As of the date of this prospectus, our
proposed services are limited and we have no customers. Management will make
day-to-day business decisions and, thus, the funds of purchasers of shares of
common stock will be wholly at risk of the determination of present management
concerning their use.
7. The Logistical Services Business Is Subject to Rapid Technological
Change and, if We Do Not Respond to Technological Developments on a Timely and
Cost-Effective Basis to Better Serve Our Customers and Meet Their
Expectations, It Could Adversely Impact Our Ability to Attract and Retain
Customers.
- ----------
The markets that we will serve are subject to rapid technological change,
changing customer requirements, frequent new product introductions and
evolving industry standards that may render our proposed logistical services
obsolete from time-to-time. If we are unable to license leading technologies
useful in our business, enhance our existing services, develop new services
and technology that address the increasingly sophisticated and varied needs of
our prospective customers and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis, it
could adversely impact our ability to attract and retain customers. As a
result, our market position could be eroded rapidly by advancements by
competitors. It is not possible to predict presently the life cycle of any of
our proposed logistics services. Broad acceptance of these proposed services
by customers will be critical to our future success, as will our ability to
perform services on a timely basis that meet changing customer needs and
respond to technological developments and emerging industry standards. We may
experience difficulties that could delay or prevent the successful marketing
and delivery of our proposed logistics services. We may not be able to
successfully implement new technologies, proprietary technology and
transaction-processing systems to customer requirements or emerging industry
standards. Further, new services offered by others may meet the requirements
of the marketplace and achieve market acceptance.
8. We May Not Succeed in Establishing the Han Logistics Brand, Which Would
Adversely Affect Customer Acceptance and Our Revenues.
- ------------------------------------------------------
Han Logistics' success depends in large part upon our ability to identify and
adequately penetrate the markets for our potential logistical analysis and
problem-solving services. We may lose the opportunity to build a critical mass
of customers if we do not establish our brand and achieve market acceptance
and recognition for our services quickly. We will incur additional losses if
our service and brand marketing and promotional activities do not yield
revenues. As compared to Han Logistics, which lacks the financial, personnel
and other resources required to compete with its larger, better-financed
competitors, virtually all of our competitors have much larger budgets for
marketing, advertising and promotion. Promoting and positioning our brand and
services will depend largely on the success of our marketing efforts and our
ability to provide consistent, high quality customer experiences. To promote
our brand and services, we must incur substantial expense in our marketing and
advertising efforts. Ultimately, we will also need to expend funds to help
build market recognition for our brand and attract customers and attract and
train customer service personnel.
9. Intense Competition May Result in Price Reductions and Decreased Demand
for Our Services; We Will Be at a Competitive Disadvantage as Compared to
Virtually All Existing Companies in Overcoming These Competitive Factors; and
Our Business Strategy May Not Be Successful.
- --------------------------------------------
We expect to face strong competition from well-established companies and small
independent companies like ourselves that may result in price reductions and
decreased demand for our services. Our strategy to overcome these competitive
factors, which is described in this prospectus under "Proposed Business -
Competition," may not be successful. We will be at a competitive disadvantage
in obtaining the facilities, employees, financing and other resources required
to provide the superior, highly customized, state-of-the-art logistical
analysis and problem-solving services and solutions demanded by customers. Our
opportunity to obtain customers may be limited by our financial resources and
other assets. We expect to be less able than our larger competitors to cope
with generally increasing costs and expenses of doing business. Additionally,
it is expected that there may be significant technological advances in the
future and we may not have adequate creative management and resources to
enable us to take advantage of those advances.
10. We May Encounter Unforeseen Costs in the Logistics Services Business
and, if Any Cost Overruns Are Significant or if We Expend Significant Funds
without the Development of Commercially Viable Services, We May Need to Change
Our Business Plan, Sell or Merge Our Business or Face Bankruptcy.
- -----------------------------------------------------------------
Our estimates of the cost of and time to be consumed in the provision of
various services customarily provided by logistics service companies or
contracted for by Han Logistics, based upon management's knowledge and limited
experience in the logistics business, may not be accurate. The provision of
these general customary services, which are described in detail in this
prospectus under "Proposed Business - Proposed Services," may cost
significantly more than expected or even prove to be prohibitive. If we are
unable to absorb any cost overruns or if we expend significant funds without
the development of commercially viable services, we may need to dramatically
change our business plan, sell or merge our business or face bankruptcy.
Further, we are unable to predict the amount of time or funding that will be
consumed in management's efforts to obtain the additional debt and/or equity
financing required in order to permit Han Logistics to offer a full range of
logistics services. Therefore, we may expend significant unanticipated funds
or significant funds may be expended by us without the development of
commercially viable services. Cost overruns may occur and these cost overruns
may adversely affect us.
11. Because Han Logistics' President/Owner Will Continue to Control Han
Logistics, She Will Be Able to Determine the Outcome of All Matters Requiring
Approval of Our Shareholders.
- -----------------------------
Ms. Amee Han Lombardi, President/Secretary/Treasurer of Han Logistics and
record owner of 2,000,000 shares of our issued and outstanding common stock,
is the sole shareholder, a parent and a controlling person of Han Logistics
because of her position and share ownership. Even following the completion of
this offering, Ms. Han Lombardi will own approximately 88.9% to approximately
97.6% of Han Logistics' issued and outstanding shares of common stock.
Therefore, Ms. Han Lombardi will be able to determine the outcome of all
matters requiring approval by our shareholders, including the election of
directors and the approval of mergers or other business combination
transactions. See "Principal Shareholders" for a description of Ms. Han
Lombardi's share ownership relative to other shareholders and "Management" for
background on Ms. Han Lombardi.
Risk Factors Related to the Offering
12. There Is No Public Market for Our Common Stock and Shareholders May
Have Difficulty Selling Their Shares or Pledging Them as Collateral Because of
This and for Other Reasons.
- ---------------------------
There is no public market for the common stock and no public market may ever
develop as a result of this offering. If such a market is developed, it may
not be sustained for any period of time. Many brokerage firms may not effect
transactions in the securities and many lending institutions may not permit
their use as collateral for loans. Furthermore, investors who desire to sell
their shares of common stock in any market that develops may encounter
substantial difficulty in doing so because of the fact that the price thereof
may fluctuate rapidly as a result of changing economic conditions as well as
conditions in the securities markets. As a result, the market value of the
common stock could be greater or less than the public offering price of the
shares of common stock. Any trading market that may develop for the common
stock is expected to be substantially illiquid. (See "Description of
Securities - Description of Common Stock" for information regarding the
potential trading market(s) for the common stock.)
13. The Offering Price of Our Common Stock Is Arbitrary and Was Not
Determined Based on a Market Price; Therefore, It Should Not Be Considered to
Bear Any Relationship to Our Assets, Book Value or Net Worth and Should Not Be
Considered to Be an Indication of Our Value.
- --------------------------------------------
Because there is no public market for our common stock, the offering price was
not determined based on a market price. The factors considered in determining
the offering price of the common stock include our future prospects, the
likely trading price for the common stock if a public market develops, and
management's opinion of the implicit value of the company. Accordingly, we
have arbitrarily established the offering price of the common stock and it
should not be considered to bear any relationship to our assets, book value or
net worth and should not be considered to be an indication of our value.
14. The Proceeds of This Offering May Be Inadequate and, in That Event, if
We Are Unable to Generate Revenue or Obtain Additional Capital, Our Business
May Fail.
- ---------
The minimum and maximum net proceeds of this offering are $50,000 and
$250,000, respectively, and, therefore, are sufficient to conduct only a
limited amount of activity. If the proceeds of this offering are insufficient
to enable us to continue operations until we are able to generate revenue or
obtain additional capital on acceptable terms, our business may fail.
Particularly if only the minimum number of shares of common stock being
offered hereby is sold, our continued operation will be dependent on our
ability to generate operating revenue or procure additional financing. We may
be unable to generate any revenue or to obtain any additional financing on
terms favorable to Han Logistics.
15. New Shareholders Will Incur Substantial Dilution of Approximately $.99
Per Share as a Result of This Offering.
- ---------------------------------------
The offering price is substantially higher than the book value per share of
our outstanding common stock. As a result, an investor who acquires shares of
common stock in this offering will incur immediate substantial dilution of
approximately $.99 per share. Investors who purchase shares of common stock in
this offering will pay a price per share that substantially exceeds the value
of our assets after subtracting liabilities. This is because Ms. Amee Han
Lombardi, the current sole shareholder of Han Logistics, acquired her shares
of common stock at an average cost of approximately $.01 per share, which is
substantially less than the price of $1.00 per share to be paid by the
investors in this offering. See "Dilution" for a more detailed description of
how new shareholders will incur dilution.
16. If We Fail to Obtain a Secondary Trading Exemption for Our Common Stock
in a Significant Number of States, a Public Market Will Not Develop for the
Common Stock and the Shares Could Be Deprived of Value.
- -------------------------------------------------------
In the event that a significant number of states refuse to permit secondary
trading in our common stock, a public market for the common stock will fail to
develop and the shares could be deprived of any value. Secondary trading in
the common stock will not be possible in each state until the shares of common
stock are qualified for sale under the applicable securities laws of that
state or we verify that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in that state. We may
not be successful in registering or qualifying the common stock for secondary
trading, or availing ourselves of an exemption for secondary trading in the
common stock, in any state. If we fail to register or qualify, or obtain or
verify an exemption for the secondary trading of, the common stock in any
particular state, the shares of common stock could not be offered or sold to,
or purchased by, a resident of that state.
17. Because the Offering Will Not Be Underwritten, Investors in the Shares
of Common Stock Being Offered Will Not Be Afforded the Protections of Certain
of the NASD Conduct Rules and Our Management May Not Be Successful in Raising
Even the Minimum Amount of Funds.
- ---------------------------------
This offering is self-underwritten and, accordingly, is not being conducted by
a broker-dealer that is a member of, and subject to the Conduct Rules
regarding securities distributions promulgated by, the National Association of
Securities Dealers, Inc. Accordingly, investors in the shares of common stock
being offered by this prospectus will not be afforded the protections of
certain of the NASD Conduct Rules that regulate activities, such as
communications with the public, transactions with customers, permissible
commissions, the manner of distribution of securities and the maintenance of
records, among other things, of broker-dealers that are members of the NASD.
Despite their best efforts, our executive officers and directors may not be
capable of selling at least 50,000 shares of common stock within the offering
period, or any shares in excess of 50,000. These individuals have not
previously participated in selling an offering of securities for any issuer.
If we are unable to sell at least 50,000 shares of common stock within the
offering period, then the offering will terminate and we will be obligated to
refund all funds to the subscribers in full, without deduction for offering
expenses. The fact that the offering will only be registered in the State of
New York may also make it difficult for our management to find purchasers for
the shares.
18. Because There is No Commitment to Purchase Shares, the Offering May Not
Be Totally Subscribed for the Minimum or the Maximum Number of Shares Being
Offered and, if Only the Minimum Amount of Funds Is Received, the Common Stock
Purchased by an Investor May Be Deprived of Any Value.
- ------------------------------------------------------
The offering may not be totally subscribed for at least the minimum 50,000
shares of common stock being offered. To the extent that only the minimum
amount of funds is received, we may not be able to fully implement our
business plan and our prospects for success may be jeopardized. As a result,
the common stock purchased by an investor herein may be deprived of any value.
We are offering the shares of common stock on a $50,000 minimum - $250,000
maximum basis, and no commitment exists by anyone to purchase all or any part
of the shares of common stock being offered hereby. If we have not received
subscriptions for 50,000 shares of common stock prior to the expiration of the
term of the offering, we will promptly refund all funds received, without
interest, to the subscribers. During the ninety-day offering period (and a
ninety-day extension, if any), subscribers will not have the opportunity to
have their funds returned.
19. Because Our Common Stock Is Considered Penny Stock, the Penny Stock
Regulations Can Be Expected to Have an Adverse Effect on the Liquidity of the
Common Stock in the Secondary Market.
- -------------------------------------
If a secondary trading market develops in our shares of common stock, the
common stock is expected to come within the meaning of the term "penny stock"
under 17 CFR 240.3a51-1. For so long as our common stock is considered penny
stock, the penny stock regulations can be expected to have an adverse effect
on the liquidity of the common stock in the secondary market, if any, that
develops. The Securities and Exchange Commission has established risk
disclosure requirements for broker-dealers participating in penny stock
transactions as a part of a system of disclosure and regulatory oversight for
the operation of the penny stock market. Rule 15g-9 under the Securities
Exchange Act of 1934 obligates a broker-dealer to satisfy special sales
practice requirements that are described in more detail in this prospectus
under "Description of Securities - Description of Common Stock."
20. Sales of Substantial Amounts of Our Shares May Depress Our Stock Price.
- ---------------------------------------------------------------------------
We will offer a total of 250,000 shares of common stock immediately after the
effectiveness of this registration statement. The balance of 2,000,000 shares
of common stock held by Ms. Amee Han Lombardi, our current shareholder and our
executive officer and director, became eligible for resale pursuant to Rule
144 commencing in July 2000. Sales of a substantial number of shares of our
common stock could cause our stock price to fall. In addition, the sale of
these shares could impair our ability to raise capital through the sale of
additional stock. After this offering, we will have a maximum of 2,250,000
shares of common stock outstanding, including 250,000 shares that Han
Logistics is selling in this offering, which may be resold immediately in the
public market. The remaining 2,000,000 shares are eligible for resale in the
public market pursuant to Rule 144. The number of shares outstanding and the
number of shares available for immediate resale are dependent upon the number
of shares sold in this offering.
DETERMINATION OF OFFERING PRICE AND ADDITIONAL INFORMATION
There is no established public market for the common stock being offered
hereby. We have arbitrarily established the offering price of the common stock
and it should not be considered to bear any relationship to our assets, book
value or net worth and should not be considered to be an indication of the
value of Han Logistics.
We have not authorized any person to give any information or to make any
representations other than those contained in this prospectus. You should not
rely on any information or representations not contained herein, if given or
made, as having been authorized by Han Logistics. This prospectus does not
constitute an offer or solicitation in any jurisdiction in which such offer or
solicitation would be unlawful.
We have filed a Registration Statement on Form SB-2 under the Securities Act
of 1933 with respect to the shares of common stock offered hereby with the
U.S. Securities and Exchange Commission in Washington, D.C. This prospectus
does not contain all of the information included in the Registration
Statement. For further information regarding both Han Logistics and the shares
of common stock offered hereby, reference is made to the Registration
Statement, including all exhibits thereto, which may be inspected at the
Commission's Washington, D.C., office, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies may be obtained from the Public Reference Room upon request
and payment of the prescribed fee. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at 1-800-SEC-
0330. The Commission maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the Commission. The address of the site is
http://www.sec.gov.
We intend to furnish our shareholders, after the close of each fiscal year, an
annual report that will contain financial statements that will be examined by
independent public accountants and a report thereon, with an opinion
expressed, by our independent public accountants. We may furnish to
shareholders unaudited quarterly or semi-annual reports. In addition, we will
file any reports required by the U.S. Securities and Exchange Commission;
which reports are public documents.
The offering of shares of common stock by us is subject to approval of certain
legal matters by Branden T. Burningham, counsel for Han Logistics. We may not
modify the terms of the offering described herein without following the
procedures described below. It is the Commission's position that fundamental
changes in the terms of the offering would constitute a different transaction
than the one offered in the Registration Statement and prospectus. However,
the Commission has permitted certain changes in an offering to be made by
means of a post-effective amendment rather than a new registration statement
in order to save the issuer's filing fee. However, a sticker supplement will
not suffice. In all cases where modifications are made to the terms of the
offering, except where the modification only involves an extension of the
original offering period beyond the latest extension contemplated in the
original prospectus, all of the proceeds received by Han Logistics must be
returned to the purchasers at least contemporaneously with the institution of
the new offer made by means of a post-effective amendment.
DILUTION
The following table, which assumes the completion of this offering by the sale
of a minimum of 50,000, to a maximum of 250,000, shares of common stock for
proceeds of a minimum of $50,000 to a maximum of $250,000, illustrates the per
share dilution. The table takes into account the estimated unpaid expenses of
the offering in the amount of $2,700.
Minimum Maximum
------- -------
Per Share Dilution
- ------------------
Initial public offering price per share............... $1.00 $1.00
Net tangible book value per share as of December
31, 2004 (1)....................................... $* $*
Increase in net tangible book value per share
attributable to new investors .................... $0.01 $0.10
Net tangible book value per share after offering...... $0.01 $0.10
Dilution per share to new investors (2)............... $0.99 $0.90
- ------------------
*Less than $.01.
(1) "Net tangible book value per share" is equivalent to the total assets of
Han Logistics, less its total liabilities and intangible assets, divided by
the number of shares of our common stock currently issued and outstanding.
(2) "Dilution" is the difference between the public offering price and the net
tangible book value of the shares of Han Logistics' common stock immediately
after the offering and is the result of the lower book value of the shares of
common stock outstanding prior to the offering, the public offering price and
the unpaid expenses payable in connection with the offering. Dilution will be
increased by the amount of Han Logistics' operating losses for the period from
January 1, 2005, to the closing date of the offering being made hereby.
The following table illustrates the comparative number of shares of common
stock purchased from Han Logistics, the total consideration paid and the
average price per share paid for Ms. Amee Han Lombardi, our sole existing
shareholder, and by the new investors at both the minimum and the maximum
number of shares of common stock sold at the offering price of $1.00 per
share.
Minimum Maximum
--------- -------
Comparative Number of Shares of Common Stock Purchased,
Total Consideration Paid and Average Price Per Share Paid
- ---------------------------------------------------------
Number of shares purchased by existing shareholder.....2,000,000 2,000,000
Number of shares purchased by new investors............ 50,000 250,000
Total consideration paid by existing shareholder....... $27,000 $27,000
Total consideration paid by new investors.............. $50,000 $250,000
Price per share paid by existing shareholder........... $0.01 $0.01
Price per share paid by new investors.................. $1.00 $1.00
USE OF PROCEEDS
We estimate that the net proceeds available to us upon completion of this
offering will be $47,300, in the event of the minimum offering, and $247,300,
in the event of the maximum offering, after deducting the estimated unpaid
expenses of the offering in the amount of $2,700. We expect to apply and
allocate the net proceeds of the offering during the following year in
substantially the manner set forth below.
Application of Net Proceeds Minimum Per Cent Maximum Per Cent
- --------------------------- ------- -------- ------- --------
Salaries and Directors' Fees $8,000(1) 16.91% $38,000(1)(2) 15.37%
Marketing 4,780(3) 10.11% 29,890(3) 12.09%
Working Capital 13,335 28.19% 13,335 5.39%
Repayment of Loan 18,450(4) 39.01% 18,450(4) 7.46%
Administrative Expenses 2,735(5) 5.78% 14,550(5)(6) 5.88%
Office Rent -0-(7) 0.00% 14,400(7) 5.82%
Purchase of Computers -0-(8) 0.00% 9,750(8) 3.94%
Office Equipment Rental -0-(8) 0.00% 1,800(8) .73%
---------- -------- ------- -------
TOTAL NET PROCEEDS $47,300 100.00% $247,300 100.00%
---------- -------- ------- -------
(1) Includes the sums of $4,000 and $3,000 allocated for the salaries of a
marketing specialist to be employed on a per project basis and a part-time
bookkeeper, respectively, and the amount of $1,000 allocated to pay directors'
fees of $250 per quarter each to Ms. Han Lombardi and director Michael
Vardakis.
(2) Includes $30,000 allocated for the salary of Ms. Han Lombardi.
(3) Includes the estimated cost of sales brochures and other advertising
materials.
(4) Allocated for the repayment of the promissory notes dated November 11,
1999, and June 12, 2002, from Han Logistics, as the maker, to Amee Han
Lombardi, as the holder, in the aggregate principal amount of $11,000, due on
demand and bearing interest at the rate of 10% per annum, and for the
repayment of a $1,000 loan from Lombardi Research. The aggregate principal
balance of these loans was $13,787 as of December 31, 2004. Accrued interest
on the loans was $4,663 through December 31, 2004.
(5) Includes the estimated cost of utilities and postage and telephone
expenses and the sums of $2,300 and $6,350 allocated for supplies in the event
of the minimum and the maximum offering, respectively.
(6) Includes the sum of $1,200 allocated for insurance.
(7) See "PROPOSED BUSINESS OF HAN LOGISTICS - Facilities."
(8) See "PROPOSED BUSINESS OF HAN LOGISTICS - Proposed Services."
There is no commitment by any person to purchase any or all of the shares of
common stock offered hereby and, therefore, there can be no assurance that the
offering will be totally subscribed for the sale of at least the minimum
50,000 shares of common stock being offered.
Management is of the opinion that the proceeds from the offering will satisfy
our cash requirements for at least the next year and that it will not be
necessary, during that period, to raise additional funds to meet the
expenditures required for operating our business. However, the proceeds of
this offering that will be available to us for operating expenses are limited,
in the case of the minimum offering especially. Because of this and our
inability to specifically define our business plan at this time, management is
incapable of predicting with any degree of specificity the nature or the
amount of operating expenses that we will incur in the one-year period
following the closing of this offering. The offering proceeds are expected to
be inadequate to fully implement our proposed business plan. Accordingly, it
is anticipated that our continued operation after the expiration of one year
will be dependent upon our ability to obtain additional equity and/or debt
financing, the availability of which cannot be assured. Since inception, our
operations have been funded by the sale of shares of common stock to, and a
loan from, Han Logistics' President in the amounts of $27,000 and $10,000,
respectively. As of this date, we have no customers for our proposed
logistical analysis, problem-solving and other logistics services and there is
no assurance that we will be successful in obtaining customers in the future.
Pending expenditure of the proceeds of the offering substantially in the
manner described above, we will make temporary investments in interest-bearing
savings accounts, certificates of deposit, United States government
obligations and/or money market instruments. We intend to take appropriate
measures to insure that we do not inadvertently become an investment company
subject to the requirements of the Investment Company Act of 1940.
Accordingly, the investments that we will be capable of making using the
proceeds of this offering will be limited in nature and with respect to the
term of the investment.
PROPOSED BUSINESS
General
Han Logistics, Inc., is a development-stage corporation that was organized
under the laws of the State of Nevada on July 1, 1999. We propose to commence
operations in the rapidly growing logistical services industry by developing,
marketing and delivering logistical analysis, problem-solving and other
logistics services to prospective business customers. These potential
customers include any company that utilizes systems and processes, such as
customer service, purchasing, inventory control, transportation and
warehousing, in the delivery of products and/or services to customers located
anywhere in the world. Ms. Amee Han Lombardi, our
President/Secretary/Treasurer, was a 2004 graduate of the logistics program at
the University of Nevada, Reno, who completed a successful internship at Mars,
Inc.-Kal Kan, Reno, Nevada and for four years was project coordinator, acting
warehouse manager, acting shipping manager, acting materials manager, and
project manager at Sierra Design Group, Reno, Nevada. While Ms. Han
Lombardi's strengths in the field of logistics include project management,
software evaluation and report administration and her area of specialty is
customer service-driven sales, she also has experience in warehousing,
purchasing, manufacturing, and transportation. Ms. Han Lombardi proposes to
differentiate Han Logistics' proposed services from those of our competitors
by (i) providing superior, state-of-the-art logistics services and solutions
highly customized to suit the unique requirements of each customer's business
and (ii) by emphasizing customer service as the focus of our business
philosophy and marketing strategy. Our activities to date have been,
primarily, organizational and fund raising in nature and, accordingly, we have
no customers for our proposed services as of the date hereof. Further, our
business plan is in the conceptual stage.
In July 1999 and November 1999, we received net proceeds in the amounts of
$27,000 and $10,000 from the sale of 2,000,000 shares of common stock to, and
a loan from, Ms. Amee Han Lombardi, the President/Secretary/Treasurer, a
director and the sole shareholder of Han Logistics. Ms. Han Lombardi loaned us
an additional $1,000 in June 2002. The principal balance of Ms. Han Lombardi's
loans was $12,787 as of December 31, 2004. Accrued interest on the loans was
$4,663 through December 31, 2004. For exemptions from registration in
connection with the sale of the securities, we relied upon Section 4(2) of the
Securities Act of 1933 for transactions by an issuer not involving a public
securities offering and Section 90.530, subsection 11., of the Nevada Uniform
Securities Act.
Except for applicable tax laws, rules and regulations, we are not aware of any
existing or probable governmental rules or regulations relating to our
proposed business of developing, marketing and delivering logistical analysis,
problem-solving and other logistics services to prospective business
customers.
Proposed Services
The services that we propose to develop, market and deliver include logistical
analysis, problem-solving and other logistics services. In simplified terms,
"logistics" involves ensuring that the right product (service), in the right
quantity and condition, is delivered to the right customer, at the right
place, time and cost. Accordingly, while the one basic service that any
logistics service provider provides is logistical analysis, there are infinite
variations in the specific logistical analysis services provided to a customer
depending upon many factors, including, among others, the nature and price(s)
of the customer's product(s) and/or service(s), the volume of the customer's
business and the number and location of the customer's customers. The desired
results of logistical analysis are, among others, an improvement in
functioning, reduction in cost and other optimization of the customer's
logistics systems, procedures and functions. Since the cost of logistics
accounts for such a large portion of any company's total operating budget, a
small percentage savings can have great impact on Han Logistics'
profitability. Accordingly, many companies continuously monitor, evaluate and
implement cost-saving logistical measures such as outsourcing to third party
providers, or bringing in-house, various functions, including customer
service, purchasing, inventory control, transportation and warehousing.
In Han Logistics' case, we have no customers as of the date hereof. Because of
our small size and limited resources, our executive officers, who are the only
Company employee as of the date hereof, will initially focus their efforts on
obtaining a small number of customers located in Reno, Nevada, northern Nevada
and/or eastern California. We will seek to provide these initial prospective
customers with superior, state-of-the-art, highly customized services so as to
obtain superior results and establish ongoing customer relationships. We will
seek to obtain referrals through word-of-mouth from these initial
relationships and utilize our initial performance record in our marketing
strategy to commence building a larger customer base. Among the services that
we propose to offer customers is (i) overall analysis of the customer's
various logistical systems and functions, such as customer service,
purchasing, inventory control, transportation and warehousing; (ii)
recommendations for and/or implementation of improvements, modifications, cost
reductions and/or other efficiencies in the performance of various of these
systems and functions; (iii) recommendations for and/or implementation of
outsourcing of functions to third parties where appropriate; (iv) consulting;
and (v) specific problem-solving. We will not, like some logistics firms,
specialize in any one area of the logistics industry. Rather, our executive
officers and directors will seek to use their expertise and experience to make
available to, and customize to the business and operations of, each customer
all of the services aforementioned, including, but not limited to, overall
analysis, recommendations, implementation and specific problem-solving.
We will charge each customer a fee for our services based upon, among other
factors, the time necessitated in the performance of, and the difficulty of,
the services. Purchasers of shares of common stock in this offering will have
no opportunity to evaluate, or have a voice in the determination of, the
selection of customers or fees charged for our proposed services. We intend,
depending upon the success of our initial operations, to employ limited
additional personnel with experience in the logistics business. While we will
have working capital available to employ a limited number of additional
employees, in addition to our executive officers, a marketing specialist and a
part-time bookkeeper, in the event of the maximum offering, these funds may
ultimately be allocated differently. Our continuation in business after the
expiration of one year from the date of this offering and the employment of
significant additional staff, will be dependent upon our achievement of
significant profits from operations and/or obtaining significant capital in
excess of that anticipated to be realized from this offering. Eventually,
assuming our initial success, management plans to expand the scope of Han
Logistics' services.
In order to ensure the performance of high quality, state-of-the-art,
customized services, we will endeavor to follow specific procedures ourselves,
double-checking crucial steps and benchmarking our services with those of
competitors. Certain of the procedures that we intend to follow include: (i)
prompt response to customers during, and availability to customers for
emergencies after, business hours; (ii) provision of free, written estimates
within approximately 72 hours; (iii) commencement of work within seven days
following the receipt of a signed contract; (iv) completion of services
undertaken without interruption; (v) use of the highest quality products and
materials available; (vi) follow-up subsequent to the completion of each job
to ensure customer satisfaction; and (vii) guarantee of satisfaction of the
services performed. Additionally, we intend to evaluate and assess the nature,
quality and timeliness of our services from time-to-time through surveys and
other means in order to be responsive to changes in market conditions and
customer demands and to be competitive with the services offered by
competitors.
We have allocated $9,750 and $1,800 of the maximum net proceeds anticipated to
be realized from this offering for the purchase of computers and the rental of
office equipment, respectively. If only the minimum proceeds of the offering
are received, we will operate as a home-based business from the residence of
Ms. Amee Han Lombardi, our President/Secretary/Treasurer, and Ms. Han Lombardi
will devote time and effort to Han Logistics on a part-time basis. In that
event, rather than purchase or rent equipment, we will utilize computer and
office equipment provided by Ms. Han Lombardi without charge to Han Logistics.
Strategy
Management believes that the logistics services industry, which we have
determined to enter, has expanded rapidly in the past several years and that
growth is expected to continue at a strong pace for the foreseeable future.
This phenomenon presents an opportunity for a start-up company like us to
enter the market. We believe that we can address, with highly customized,
state-of-the-art services and solutions, including overall analysis and
specific problem-solving, the needs of customers who seek guidance and
assistance in optimizing their logistical functions. Additionally, we believe
that we will be able to capitalize on the trend of companies to outsource less
significant but vital functions and projects that they would not otherwise be
able to implement. Rather than operate within the parameters of existing
logistics methodologies, we propose to apply our talents creatively in the use
of every possible resource to bring a fresh perspective to the analysis of
customers' logistical systems and procedures and customize recommendations for
improvements and solutions to problems. In this manner, we hope to achieve
superior results and develop long lasting relationships with our customers. We
intend to price our proposed services competitively, using the knowledge that
our target market of smaller companies considers price or value as the most
important criterion in its selection of a logistics services provider. Our
future goal is not necessarily to be a logistics company large in size, but to
be known for the performance of superior, highly customized services.
The one feature that we propose to distinguish our company from our
competitors is customer service. We intend that Han Logistics be organized so
as to be customer service-driven. In the future, we propose, assuming our
initial success, to add personnel in the area of customer service and, if
necessary, to cut expenses in other areas first. We believe that the fact that
we are a very small, owner-operated company may allow us the flexibility to be
more service oriented than our larger, more structured competitors. Our small
size is expected to permit us to more quickly and effectively control and
monitor the direction and effect of our decisions and actions. We intend to
stress customer service as our strength in our marketing campaign and
literature and build and maintain our reputation based upon our goal of
providing the best and most highly customized services in the marketplace.
Further, we intend to employ a great deal of flexibility, give employees a
wide latitude and devote the necessary extra time and effort in the
performance of logistical analysis, problem-solving and other logistics
services so as to accommodate our customers' needs. Because we are a new
company, we can hire employees with this service-oriented philosophy in mind
and make certain that the employees integrate it in the performance of their
responsibilities.
Marketing
The Market. As reported by the Council of Logistics Management, over $800
billion is spent annually in the United States on logistics. Also, according
to the Council of Logistics Management, the amount spent on logistics
worldwide is in excess of $1.4 trillion and will continue to increase as a
result of the continued expansion of the "global marketplace." Further, the
Council of Logistics Management reports that, because of the increasingly
global marketplace, logistics-related expenditures worldwide have increased
approximately 20% over the past decade and are expected to increase at this
rate for the foreseeable future. Sales of logistics services have been
relatively steady for the past five years and are not subject to significant
cyclical or seasonal variation. In fact, effective logistics management
becomes increasingly more important as the economy declines.
The most significant development in the marketplace, which is responsible for
very strong growth in the logistics industry, is the ongoing trend by
corporations to downsize and outsource logistics services such as customer
service, purchasing, inventory control, transportation and warehousing. Much
of the recent growth is the result of outsourcing of one or more of the
foregoing services by companies that have not previously done so. Accordingly,
these companies have no existing relationship with a logistics service
provider and start-up companies, such as Han Logistics, have the potential to
obtain the business. As a result, it is possible for new companies, including
Han Logistics, entering the logistics services business to generate
significant revenue from new customers without taking customers away from
existing competitors. Because of this phenomenon, we believe that growth in
the logistics industry will continue unabated for the foreseeable future.
Another important trend is the increasing overseas market for logistics
services resulting, principally, from the globalization of the operations of
United States companies. According to the Council of Logistics Management,
United States logistics service providers providing logistics services to
overseas companies are experiencing rapid growth rates, which are expected to
continue in the future.
While there are obvious differences among logistics service providers with
regard to features, pricing and other factors, the logistics services market,
for the most part, remains free from segmentation. That is, competitors are,
generally speaking, all competing for the same customer and each logistics
service provider seeks to provide, without significant differentiation or
variation, the same general types of functions and services. Despite the fact
that companies offering logistics services market themselves based upon real
and purported competitive differences, virtually all firms compete in the same
marketplace for the same customers.
Our target market is, theoretically, any corporation or other entity involved
in the universal thread or "pipeline" of planning and coordinating the
manufacture, sale and/or delivery to customers anywhere in the world of
products and/or services. However, because of our small size and developmental
stage, the companies initially targeted by us as candidates for our logistics
services will satisfy the following criteria: (i) gross revenues from $-0-
(start-up companies) to $200 million; (ii) two to 150 employees; and (iii)
operations in manufacturing, warehousing, distribution and/or retail and/or
wholesale sales, including electronic commerce. These companies are expected
to be relatively new or growing firms and both privately- and publicly-held.
Further, our initial target market will be limited, generally, to companies
located in the Reno, Nevada, metropolitan area, northern Nevada and/or eastern
California. Ms. Amee Han Lombardi, our executive officer and director, has
lived and worked in the Reno, Nevada, area for the past approximately 12
years, and, accordingly, are familiar with the facilities and amenities in the
surrounding area. Long-term, management plans to expand Han Logistics' target
market to include nationally and internationally-based companies.
Marketing Strategy. Our prospective customers are expected to respond most
favorably to a marketing campaign involving the steps described below.
Initially, we would provide a prospective customer with printed literature,
such as a sales brochure, for review. Next, we would contact the targeted
company by telephone and, thereafter, make a personal presentation describing
our proposed services in detail. Finally, we would follow up our personal
presentation with contact, by telephone, by mail, in person or otherwise, over
a period of several weeks during which the prospective customer considers
and/or discusses with others the decision whether to retain our services. If
our target company was a large corporation or business, which is not expected
initially, we could expect to deal with the Vice President for logistics or
the Controller as the primary decision-maker, whose support would be crucial
to our employment. However, we could not ignore department managers or others
who might have influence over, or the ability to veto, the hiring decision.
Upon completion of the performance of services for any customer, we would
follow up with surveys and otherwise take advantage of opportunities for
feedback to ensure customer satisfaction.
We have allocated the sums of $4,780 (10.11%) and $29,890 (12.08%), out of the
minimum and the maximum proceeds anticipated, without assurance, to be
received from this offering, respectively, for the cost of sales brochures and
other advertising materials. Additionally, the sum of $4,000 has been
allocated to employ a marketing specialist on a per project basis. We
anticipate that our very limited finances and other resources may be a
determinative factor in the decision of any prospective employee as to whether
to become employed by Han Logistics. We intend to rely upon the judgment and
conclusions of Ms. Amee Han Lombardi, our President/Secretary/Treasurer, based
solely upon her knowledge and prior limited business experience, relative to
Han Logistics' needs for marketing expertise, until the time, if ever, that we
are successful in attracting and employing the per project marketing
specialist initially proposed and/or other capable marketing and customer
support personnel.
The fact that a corporation or other entity was affiliated with us or an
equity interest in Han Logistics was owned by one or more of our executive
officers, directors and/or controlling shareholders, would not disqualify the
company from consideration as a potential customer. In order to minimize
conflicts of interest, we have adopted in our minutes a policy that any
contracts or other transactions with entities of which our officers, directors
and/or controlling shareholders are also directors or officers, or in which
they have a financial interest, will be approved by a majority of the
disinterested members of the Board of Directors or will be fair and
reasonable, but that none of these transactions by Han Logistics shall be
affected or invalidated solely because of the relationship or interest of
directors or officers. Nevertheless, in an instance where a disinterested
majority of the members of the Board of Directors is unavailable to approve a
transaction with an affiliated or related party, Han Logistics, pursuant to
action of the Board of Directors, requires that the transaction be deemed to
be fair and reasonable in order to be a valid, enforceable obligation.
Advertising. We plan to use direct mail to reach potential customers. We
propose to target our mailings, including an information/sales brochure, a
letter of introduction and a description of our proposed services customized
for the targeted customer's business, to manufacturing, warehousing, sales and
customer service and distributions firms whose identities we expect to obtain
from telephone directories, the chamber of commerce and others.
Competition
We are expected to be an insignificant participant in the logistics services
business for the foreseeable future. Our competition consists of a myriad of
companies currently engaged in the business of providing logistics services
nationally and internationally. All of these companies seek to satisfy the
need for efficiencies and cost reductions in the product and/or service
manufacturing, marketing and delivery processes and solutions to logistics
complexities and difficulties created, in part, by the increasing
globalization of commerce, including electronic commerce. The primary factor
considered by larger customers in selecting a logistics service provider is
believed to be performance, as emphasized in the advertising, press releases
and marketing efforts of most logistics service providers, especially the
larger companies. We believe that smaller companies consider price or value to
be the most important competitive factor, with performance also being an
important consideration. Our target market will be the smaller companies.
Accordingly, we expect to compete on the basis of price (or the value to the
customer of the services performed) and, to a lesser extent, on the basis of
our reputation among customers as a quality provider of logistical analysis,
problem-solving and support services and our locality of operation.
Competition in the logistics business is also limited by locality. That is,
despite globalization of commerce, customers remain reluctant to utilize the
services of a logistics service provider based in a distant location and tend
to prefer a provider whose business is specifically focused in the customer's
region of operation. We attribute this phenomenon to the dynamic nature of the
customer's business, thus requiring expeditious solutions to rapidly changing
needs. This phenomenon also encourages us to believe that Han Logistics may be
able fill a niche in northern Nevada and eastern California where it is
believed that no one competitor dominates. We base this claim upon the
relative size of the logistics service providers operating in this area
because most of these companies are privately-held and accurate information on
their sales is unavailable. In our Reno, Nevada, locality, our primary
competitors are expected to be the logistics departments of our prospective
customers themselves. We believe, however, that we will be able to compete by
capitalizing on the trend of companies to out-source less significant but
vital functions and projects that they would not otherwise be able to
implement. Our indirect competitors are expected to be much larger, full-
service logistics firms located outside northern Nevada, including, primarily,
warehousing and distribution companies uninterested and unavailable for the
smaller and short-term projects we may pursue. However, these much larger,
full-service logistics firms are prospective sources for customers to the
extent that they out-source their overflow work.
A less important, but also critical, factor than location in the selection of
a logistics service provider is the provider's specialty of function, if any.
When this factor is an important component in the customer's selection of a
logistics service provider, the degree of competition varies widely depending
of the area of specialization. Overall, competition is most intense for the
business of the larger manufacturing and distribution firms and less intense
for smaller accounts that typically require a high degree of customization in
the logistics services required. Accordingly, in order to obtain customers, it
is important for us to, (i) most importantly, price our services
competitively, taking into consideration our small size, limited resources and
developmental stage of operation; (ii) secondarily, develop a record
demonstrating satisfactory and, if possible, superior, performance at the
earliest possible time; and (iii) focus on customers whose operations are
based in our own locality, i.e., Reno, Nevada, northern Nevada and/or eastern
California. In this latter regard, we intend to cultivate relationships in the
Reno, Nevada, business community through the University of Nevada, Reno,
logistics program and otherwise, so as to develop the local goodwill important
to customers in their selection of a logistics service provider.
Many of the companies and other organizations with which we will be in
competition are established and have far greater financial resources,
substantially greater experience and larger staffs than we do. Additionally,
many of these organizations have proven operating histories, which we lack. We
expect to face strong competition from both the well-established companies and
small independent companies like ourselves. To the extent that we become
dependent on one or a few clients, the termination of these relationships
could adversely affect our ability to continue as a viable enterprise. In
addition, our proposed business may be subject to decline because of generally
increasing costs and expenses of doing business, thus further increasing
anticipated competition. It is anticipated that there may be significant
technological advances in the future and we may not have adequate creative
management and resources to enable us to take advantage of these advances. The
effects of any of these technological advances on us, therefore, cannot be
presently determined. We believe, to the extent that we have funds available,
that we will be capable of competing effectively with our competitors.
However, because of our minimal capital, even after the successful completion
of this offering, we expect to be at a competitive disadvantage in our
endeavor to provide cost-effective logistical analysis services, achieve rapid
problem-solving capability and provide in-depth solutions to logistics
difficulties and complexities. Further, we cannot assume that we will be
successful in achieving profitable operations through our proposed business of
providing logistics services and solutions.
Employees and Consultants
Han Logistics has had no full-time employees since the company's organization.
Ms. Amee Han Lombardi, our executive officer and director, and Kathleen M.
Kennedy, a former executive officer and director, have served as the only
part-time employees of Han Logistics since our inception. Except for
directors fees in the amount of $250 paid quarterly to each of Mesdames Han
Lombardi and Kennedy through September 30, 2001, no cash compensation has been
awarded to, earned by or paid to either individual for all services rendered
in all capacities to Han Logistics since our organization on July 1, 1999.
However, on July 1, 1999, we issued Ms. Han Lombardi, our President, Secretary
and Treasurer, 2,000,000 shares of common stock in consideration for the sum
of $27,000 in cash ($.0135 per share). The sum of $1,000, out of the minimum
proceeds anticipated, without assurance, to be received from this offering,
has been allocated to pay directors' fees of $250 per quarter to Ms. Han
Lombardi and Mr. Vardakis. In addition to these directors' fees, the amount of
$30,000, out of the maximum anticipated offering proceeds, have been allocated
for the salary of Ms. Han Lombardi. We anticipate that, at such time, if ever,
as our financial position permits, assuming that we are successful in raising
additional funds through equity and/or debt financing and/or generating a
sufficient level of revenue from operations, Ms, Han Lombardi and any other
executive officers and/or directors of Han Logistics will receive reasonable
salaries and other appropriate compensation, such as bonuses, coverage under
medical and/or life insurance benefits plans and participation in stock option
and/or other profit sharing or pension plans, for services as our executive
officers and may receive additional fees for their attendance at meetings of
the Board of Directors. Further, we may pay consulting fees to persons who
perform services for us, although we have no present plans to do so.
Facilities
Han Logistics maintains its offices pursuant to a verbal arrangement rent-free
at the residence of Ms. Amee Han Lombardi, President/Secretary/Treasurer and a
director of Han Logistics, located at 5925 Starcrest Avenue , Reno, Nevada,
89523. We anticipate the continued utilization of these facilities on a rent-
free basis until the time, if ever, that we consummate the sale of the maximum
250,000 shares of common stock being offered hereby. The sum of $14,400, out
of the maximum proceeds anticipated to be received from this offering, has
been allocated for the rental of office space from an unaffiliated third
party. In the event of the maximum offering, which is not assured, we expect
to have no difficulty in locating office space suitable for our purposes in
Reno, Nevada, which is rentable at the aforementioned rate. Han Logistics'
present office arrangement, which is expected to be adequate to meet our needs
for the foreseeable future, has been valued by management at a nominal value
and, accordingly, does not impact the accompanying Financial Statements of Han
Logistics. Han Logistics' telephone and facsimile number is (775) 787-7483.
Legal Proceedings
We know of no legal proceedings to which Han Logistics is a party or to which
any of the property of Han Logistics is the subject, which are pending,
threatened or contemplated or any unsatisfied judgments against Han Logistics.
PLAN OF OPERATION
Plan of Operation
We propose to develop, market and deliver logistical analysis, problem-solving
and other logistics services to business customers. Han Logistics is in the
development stage and, to date, management has devoted substantially all of
their time and effort to organizational and financing matters. Through the
date hereof, we have not yet generated service revenue and we have realized a
net loss from operations. For the year ended December 31, 2004, and the period
from inception through December 31, 2004, we had revenues of $5,681 and
$10,681, respectively, and net losses of $(6,438) and $(50,345), respectively,
or $(0.01) and $(0.02), respectively, per share. Operating expenses for the
year ended December 31, 2004, and the period from inception through December
31, 2004, including offering costs, representing the legal fees and expenses
of this offering, of $10,701 and $55,636, respectively. If this offering is
successful, we expect that the offering proceeds will satisfy our cash
requirements for at least the next year and that it will not be necessary,
during that period, to raise additional funds to meet the expenditures
required for operating our business. We will employ a marketing specialist on
a per project basis and a part-time bookkeeper with $9,000 of the anticipated
offering proceeds. In the event of the maximum offering, we will move our
offices from the residence of our President, purchase certain computer
equipment and rent certain office equipment. We do not anticipate the
performance of any research and development during the next twelve months.
There can be no assurance that we will achieve commercial acceptance for any
of our proposed logistics services in the future; that future service revenue
will materialize or be significant; that any sales will be profitable; or that
we will have sufficient funds available for further development of our
proposed services. The likelihood of our success will also depend upon our
ability to raise additional capital from equity and/or debt financing to
overcome the problems and risks described herein; to absorb the expenses and
delays frequently encountered in the operation of a new business; and to
succeed in the competitive environment in which we will operate. Although
management intends to explore all available alternatives for equity and/or
debt financing, including, but not limited to, private and public securities
offerings, there can be no assurance that we will be able to generate
additional capital. Our continuation as a going concern is dependent on our
ability to generate sufficient cash flow to meet our obligations on a timely
basis and, ultimately, to achieve profitability.
Financial Condition, Capital Resources and Liquidity
As of December 31, 2004, we had total cash assets of $825. We had total
current liabilities of $25,745 and working capital and stockholders' deficit
of $(23,345) as of December 31, 2004. Deficits accumulated during the
development stage totaled $(50,345). We have presented Han Logistics'
financial statements on the basis that it is a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business over a reasonable length of time. However, we
have noted that Han Logistics has been in the development stage since its
inception on July 1, 1999; realization of a major portion of the assets is
dependent upon Han Logistics' ability to meet its future financing
requirements; and the success of future operations is not assured. These
factors raise substantial doubt about our ability to continue as a going
concern. Our future success will be dependent upon our ability to provide
effective and competitive logistical analysis, problem-solving and other
logistics services that meet customers' changing requirements. Should Han
Logistics' efforts to raise additional capital through equity and/or debt
financing fail, Ms. Amee Han Lombardi, our President/Secretary/Treasurer, is
expected to provide the necessary working capital so as to permit Han
Logistics to continue as a going concern. While Ms. Han Lombardi has the
capacity to fund Han Logistics at least until the company receives the
proceeds from this offering, she has no obligation to do so.
MANAGEMENT
Executive Officers and Directors
Our executive officers and directors are as follows:
Name Age Title
- --------------------- --- ------------------------------------
Amee Han Lombardi* 33 President, Secretary, Treasurer and
Director
Michael Vardakis 39 Director
- ---------------------
*The above-named persons may be deemed to be our "parents" and "promoters," as
those terms are defined in the General Rules and Regulations under the
Securities Act of 1933, as amended.
General
Our directors are elected to hold office until the next annual meeting of
shareholders and until their respective successors have been elected and
qualified. Our executive officers are elected by the Board of Directors and
hold office until resignation or removal by the Board of Directors. Ms. Amee
Han Lombardi expects to devote approximately 85% of her time and effort to the
business and affairs of Han Logistics. Set forth below under "Business
Experience" is a description of the business experience of our executive
officer and director. Except as otherwise indicated below, all organizations
with which each executive officer and director is or has been previously
employed, affiliated or otherwise associated, are not affiliated with us.
Family Relationships
There is no family relationships between Amee Han Lombardi and Michael
Vardakis.
Business Experience
Amee Han Lombardi has served as the President, the Treasurer and a director of
Han Logistics since its inception on July 1, 1999. She is currently our
executive officer and a director. From July 2000 to May 2004, she was
employed by Sierra Design Group, a gaming engineering firm based in Reno,
Nevada, as a project coordinator, acting warehouse manager, acting shipping
manager, acting materials manager, and project manager. Ms. Han Lombardi
graduated from the University of Nevada, Reno, Nevada, majoring in logistics
management, in December 2004. She completed a logistics internship with Mars,
Inc. - Kal Kan, Reno, Nevada, during which she researched and analyzed the
optimal utilization of logistics technicians; wrote ISO-9000 compliant
procedures manuals for several positions; developed applied software capable
of consolidating technician duties and reduced man hours; and made software
revisions, situationally adapted software, revised key personnel duties and
made various other recommendations. She was employed, from June 1997 through
June 1999, by United Blood Services, Reno, Nevada, as a Senior Donor Care
Specialist, with responsibility for the determination of donor eligibility
based upon Federal guidelines; the administration of post-donation care; and
the leadership of a special projects team engaged in maximizing efficiency and
scope in the utilization of resources. From October 1992 through March 1997,
Ms. Han Lombardi was employed in the position of Senior Customer Service Agent
by the Eldorado Hotel and Casino, Reno, Nevada. In this position, she was
responsible for customer service and development and the training of all
departmental new hires. She was employed, from April 1991 through May 1992, by
Sheraton Worldwide Reservations, Austin, Texas, as a Reservations Agent with
responsibility for a database of over 500 properties. Ms. Han Lombardi
attended the University of Texas, Austin, Texas, from September 1987 through
May 1992.
Michael Vardakis, age 39, has served as director of our Company since January,
2005. Mr. Vardakis has also served as President and Treasurer of Syntony
Group, Inc. since March 20, 2003. Mr. Vardakis has served as the Secretary
and a director since August 9, 2001, and Treasurer since August 28, 2001, of
Asyst Corporation, a publicly-held company and a "reporting issuer" under the
Exchange Act, until his resignation from all of these positions in February,
2004. Mr. Vardakis is also presently serving as the President and a director
of Gulf & Orient Steamship Company, Ltd., a non-reporting publicly-held
company, since March 6, 2003. Since 1991, he has been employed as a
salesman, and served as the Secretary, for AAA Jewelry & Loan, Inc. ("AAA
Jewelry & Loan"), of Salt Lake City, Utah, a closely-held pawn brokerage
business managed and co-owned by Terry S. Pantelakis, Mr. Vardakis' father-in-
law. Since 1994, Mr. Vardakis has served as an executive officer, a director
and a controlling shareholder of Michael Angelo Jewelers, Inc. ("Michael
Angelo Jewelers"), Salt Lake City, Utah, a closely-held retail jewelry
business that he founded together with Angelo Vardakis, his brother. He has
been a manager and a 50% owner of M.N.V. Holdings, LLC, Salt Lake City, Utah,
a real estate holding company; from July, 1997 until April, 2002, Mr. Vardakis
served as President and a director of Pawnbrokers Exchange, Inc., a "reporting
issuer" under the Exchange Act, until 2001; and since November, 1997, Mr.
Vardakis has been a manager and a member of M.H.A., LLC, Salt Lake City, Utah,
a closely-held investment company co-owned together with his brother, Angelo
Vardakis, among others. Since June 1996, Mr. Vardakis has served as a
director and a controlling shareholder of TMV Holdings, Inc. ("TMV Holdings"),
Sparks, Nevada, privately-held investment company that he co-owns with Vincent
Lombardi. He has also been a manager and a member of two Salt Lake City,
Utah, real estate holding companies, V Financial, LLC, and BNO, LLC, since
December 1999 and January 1997, respectively. He attended the University of
Utah, Salt Lake City, Utah, from 1983 through 1984.
Executive Compensation
The following table sets forth information concerning the compensation of the
executive officers of Han Logistics for the three most recent calendar years,
including the dollar value of base salary (cash and non-cash) earned during
these calendar years, and the sum of the number of securities underlying stock
options granted, with or without tandem SARs, and the number of freestanding
SARs.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
Other ities All
Name and Year or Annual Rest- Under- LTIP Other
Principal Period Salary Bonus Compen- ricted lying Pay- Comp-
Position Ended ($) ($) sat'n Stock Options outs ensat'n
- ------------------------------------------------------------------------------
Amee 12/31/04 0 0 0 0 0 0 0
Han 12/31/03 0 0 0 0 0 0 0
Lombardi 12/31/02 0 0 0 0 0 0 0
President,
Secretary,
Treasurer
Director
Michael 12/31/04 0 0 0 0 0 0 0
Vardakis 12/31/03 0 0 0 0 0 0 0
Director 12/31/02 0 0 0 0 0 0 0
Kathleen 12/31/04 0 0 0 0 0 0 0
M. 12/31/03 0 0 0 0 0 0 0
Kennedy 12/31/02 0 0 0 0 0 0 0
Former VP,
Secretary
and Director
Ms. Amee Han Lombardi our executive officer and director, and Ms. Kathleen
Kennedy, a former executive officer and director, have served as part-time
employees of Han Logistics. Except for directors' fees in the amount of $250
paid quarterly to each of Mesdames Han Lombardi and Kennedy through September
30, 2001, no cash compensation has been awarded to, earned by or paid to
either individual for all services rendered in all capacities to Han Logistics
since our organization on July 1, 1999. However, on July 1, 1999, we issued
and sold to Ms. Han Lombardi, our President and Treasurer, 2,000,000 shares of
common stock in consideration for the sum of $27,000 in cash ($.0135 per
share). Further, the sum of $1,000, out of the proceeds anticipated, without
assurance, to be received from this offering, has been allocated to pay
directors' fees of $250 per quarter to each Ms. Han Lombardi and Vardakis. In
addition to these directors' fees, the amounts of $30,000, out of the maximum
anticipated offering proceeds, have been allocated for the salary of Ms. Han
Lombardi. However, we anticipate that, at the time, if ever, that our
financial position permits, Ms. Han Lombardi and Mr. Vardakis and any other
executive officers and/or directors of Han Logistics will receive reasonable
salaries and other appropriate compensation, such as bonuses, coverage under
medical and/or life insurance benefits plans and participation in stock option
and/or other profit sharing or pension plans, for services as executive
officers of Han Logistics.
Neither of our executive officers or directors holds any option to purchase
any securities of Han Logistics. In the future, we may offer stock options to
employees, non-employee members of the Board of Directors and consultants;
however, we have not proposed or adopted any stock option plan; and no options
have been granted as of the date hereof. We have no retirement, pension,
profit sharing, insurance, medical reimbursement or any other executive
incentive or other programs or benefits covering our executive officers and/or
directors, and we do not contemplate implementing any of these plans at this
time.
Under Nevada law and pursuant to our Articles of Incorporation, we may
indemnify our officers and directors for various expenses and damages
resulting from their acting in this capacity. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
officers or directors of Han Logistics pursuant to those provisions, we have
been informed by our counsel that, in the opinion of the U.S. Securities and
Exchange Commission, this indemnification is against public policy as
expressed in the Securities Act of 1933, and is therefore unenforceable.
Compensation of Directors
Our standard arrangement to pay our directors the sum of $250 per quarter as
directors' fees for their services as directors was terminated at the end of
the quarter ended September 30, 2001. This arrangement will not be recommenced
until the conclusion of this offering.
Employment Agreements
We have no employment agreement with Ms. Amee Han Lombardi, our sole executive
officer. We may enter employment agreements with Ms. Han Lombardi and/or
future executive officers of Han Logistics after the completion of this
offering.
Indemnification
Han Logistics' Articles of Incorporation provide for the indemnification of
officers, directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits or proceedings against these persons by reason of serving or having
served as officers, directors or in other capacities, except in relation to
matters with respect to which the persons shall be determined not to have
acted in good faith and in the best interests of Han Logistics. With respect
to matters as to which Han Logistics' officers, directors and others are
determined to be liable for misconduct or negligence, including gross
negligence, in the performance of their duties to Han Logistics, our Articles
of Incorporation provide for indemnification only to the extent that the court
in which the action or suit is brought determines that the person is fairly
and reasonably entitled to indemnification for those expenses that the court
deems proper.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors or persons controlling Han Logistics
pursuant to the foregoing, we have been informed that, in the opinion of the
United States Securities and Exchange Commission, that indemnification is
against public policy as expressed in the Securities Act, and is therefore
unenforceable.
Conflicts of Interest
Ms. Han Lombardi and Mr. Vardakis may in the future be employed by or
otherwise associated with other companies involved in a range of business
activities. In addition, both of our executive officers and directors are or
may become, in their individual capacities, officers, directors, controlling
shareholders and/or partners of other entities engaged in a variety of
businesses that may in the future engage in various transactions with Han
Logistics. Conflicts of interest and transactions that are not at arm's-length
may arise in the future because our executive officers and directors are
involved in the management of any company that transacts business with us.
Potential conflicts of interest, including time, effort and corporate
opportunity, are involved in the participation by our executive officers and
directors in other business entities and in transactions with Han Logistics.
Ms. Han Lombardi and Mr. Vardakis have agreed, during any period in which they
serve as our executive officers or directors, that they will not act as an
officer or director of any other company, whether private or public, engaged
in any aspect of our proposed business of providing logistics services.
In minutes, we have adopted a policy that any contracts or other transactions
with directors, officers and entities of which they are also directors or
officers, or in which they have a financial interest, will be approved by a
majority of the disinterested members of the Board of Directors or will be
fair and reasonable to us, but that no such transactions by Han Logistics
shall be affected or invalidated solely because of the relationship or
interest of directors or officers. In addition, common or interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or a committee thereof that approves such a transaction.
Our policy with respect to conflicts of interest involving directors, officers
and their affiliates is consistent with Nevada law regarding the fiduciary
duty of these persons to a corporation and its shareholders when engaged in
interested transactions with the corporation. Generally, subject to the
"business judgment rule," pursuant to which courts hesitate to interfere with
the internal management of a corporation provided a fairly minimal degree of
care has been exercised by the management in carrying out its
responsibilities, directors, officers, controlling shareholders and other
affiliates of a corporation owe duties of care and loyalty to the corporation
that override their own self-interests in dealings with the corporation.
Transactions between Han Logistics and an affiliated party, if approved by a
disinterested majority of the directors or by the shareholders, or if deemed
to be fair to us, would be enforceable, valid obligations of Han Logistics.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the ownership of
our common stock as of the date of this Prospectus and as adjusted to reflect
the sale of the shares of common stock offered hereby, by each shareholder
known by us to be the beneficial owner of more than 5% of our outstanding
shares of common stock, each director and executive officer and all executive
officers and directors as a group. Ms. Amee Han Lombardi, our sole
shareholder, has sole voting and investment power with respect to the shares
she beneficially owns.
Percent of Class
-------------------------------------------
Shares After Offering
Name and Address of Beneficially Before
Beneficial Owner Owned (1) Offering Minimum Maximum
- ------------------------------------------------------------------------------
Amee Han Lombardi (2) 2,000,000 100.00% 97.6% 88.9%
5925 Starcrest Ave.
Reno, Nevada 89523
Michael Vardakis (2) -0- 0.00% 0.00% 0.00%
601 South State
Salt Lake City, Utah
84111
All Executive
Officers and
Directors of
Han Logistics 2,000,000 100.00% 97.6% 88.9%
as a Group (Two
Persons)
- -------------------
(1) Based upon 2,000,000 shares of our common stock issued and
outstanding as of the date hereof.
(2) Executive officer and member of the Board of Directors of
Han Logistics.
CERTAIN TRANSACTIONS
On July 1, 1999, we issued and sold an aggregate of 2,000,000 shares of common
stock to Ms. Amee Han Lombardi, our President, Secretary and Treasurer, in
consideration for the sum of $27,000 in cash.
On November 11, 1999, and June 12, 2002, Ms. Han Lombardi loaned the sums of
$10,000 and $1,000, respectively, to Han Logistics. The loans are evidenced by
the promissory notes dated November 11, 1999, and June 12, 2002, due on
demand, in the principal amounts of $10,000 and $1,000, respectively, bearing
interest at the rate of ten per cent per annum. As of December 31, 2004, the
aggregate principal balance of the promissory notes was $12,787, after we made
a payment of interest and principal against the principal amount of the loan
and accrued interest. Accrued interest on the loans was $4,663 through
December 31, 2004. Ms. Han Lombardi intends to demand re-payment of the loan
balance upon the closing of this offering for the sale of the minimum number
of shares of common stock being offered by this prospectus.
During the calendar year ended December 31, 2004, an entity that may be deemed
to be controlled by Ms. Han Lombardi's husband loaned $1,000 to Han Logistics.
This debt is convertible into shares of Han Logistics' common stock at the
rate of $0.10 per share.
Ms. Han Lombardi provides office space, located at 5925 Starcrest Ave., Reno,
Nevada 89523, to Han Logistics rent-free. Management deems the value of the
office space to be nominal and, accordingly, this rental arrangement has no
impact on Han Logistics' Financial Statements that commence on page F-1
hereof.
Because of her present management position with, organizational efforts on
behalf of and percentage share ownership in, Han Logistics, Ms. Amee Han
Lombardi, the President, Secretary, Treasurer and a director of Han Logistics,
may be deemed to be a "parent" and "promoter" of Han Logistics, as those terms
are defined in the Securities Act of 1933, as amended, and the applicable
Rules and Regulations thereunder. Because of the above-described
relationships, transactions between Han Logistics and our
President/Secretary/Treasurer, director and sole shareholder, such as the sale
of Han Logistics' common stock to Ms. Han Lombardi as described above, should
not be considered the result of arm's-length negotiations.
PLAN OF OFFERING
We are offering to the public, through our executive officers and directors
pursuant to the exemption for an associated person of an issuer of securities
deemed not to be a broker pursuant to Regulation ss.240.3a4-1 under the
Securities Exchange Act of 1934, 250,000 shares of common stock on a "$50,000
minimum - $250,000 maximum" basis at a purchase price of $1.00 per share. This
offering is a self-underwritten offering and, accordingly, is not being
conducted by a broker-dealer that is a member of, and subject to the Conduct
Rules regarding securities distributions promulgated by, the National
Association of Securities Dealers, Inc. Accordingly, investors in the shares
of common stock being offered hereby will not be afforded the protections of
certain of the NASD Conduct Rules applicable only to broker-dealers that are
members of the NASD. We will use our best efforts to find purchasers for the
shares offered hereby within a period of 90 days from the date of the
prospectus, subject to an extension for an additional period not to exceed 90
days. If we are unable to sell at least 50,000 shares of common stock within
the offering period, then the offering will terminate and the escrow agent
will promptly refund all funds to the subscribers in full, without interest or
deduction for expenses relating to the offering. The escrow agent will also
promptly refund all funds in full to the subscribers in the event that we
elect to terminate the offering before it terminates because of our inability
to sell at least 50,000 shares of common stock within 90 days from the date of
this prospectus, or a 90-day extension.
We plan to register this offering in the State of New York. No offers of our
common stock have been made prior to the date of this prospectus and offers
will be made only with the prospectus. Further, no funds have or will be
committed or paid prior to effectiveness of the registration statement of
which this prospectus forms a part.
We will promptly transmit all funds received during the offering period,
pursuant to the terms of the fund escrow agreement dated July 3, 2001, to
FirstBank of Littleton, Littleton, Colorado. The funds maintained in escrow
will not be subject to our creditors or expended for the expenses of this
offering. Until the time that the funds have been released from escrow and the
shares of common stock delivered to the purchasers thereof, the purchasers, if
any, will be deemed subscribers for the shares of common stock, and not our
shareholders. The funds in escrow will be held for the benefit of those
subscribers until released to Han Logistics or refunded to the subscribers;
who will not receive stock certificates unless and until the funds are
released to Han Logistics from escrow. During the escrow period, subscribers
will have no right to demand the return of their subscriptions.
After 50,000 shares of common stock have been sold, the offering will
continue, but without any refund or escrow provisions, until all 250,000
shares of common stock offered are sold, until ninety days (or 180 days if the
offering period is extended) from the date of this Prospectus or until we
terminate the offering, whichever event shall occur first. There are no
arrangements for the refund of the proceeds that may be received from the sale
of any shares of common stock in addition to the first 50,000 shares sold. We
may terminate the offering at any time prior to the closing if the sale,
payment for or delivery of the common stock is rendered impractical or
inadvisable for any reason.
Ms. Amee Han Lombardi, President/Secretary/Treasurer, a director and the sole
shareholder of the Company, intends to take affirmative steps at some time in
the future prior to the closing of this offering for the sale of at least
50,000 shares of common stock, to request or encourage a broker-dealer(s) to
act as a market maker for the common stock. Ms. Han Lombardi has not yet
determined the exact manner in which she will contact prospective market
makers, but she presently contemplates that her efforts may include inquiries
by telephone and mail. We intend to use the services of a consultant(s) to
obtain market makers only if Ms. Han Lombardi's efforts fail. We cannot be
certain that Ms. Han Lombardi's efforts, or the efforts of any consultant(s),
would be successful. To date, there have been no preliminary discussions or
understandings between us or anyone acting on our behalf and any market maker
regarding participation in a future trading market for our common stock.
DESCRIPTION OF SECURITIES
Description of Capital Stock
Our authorized capital stock consists of 50,000,000 shares of common stock. We
currently have one shareholder of record, our President/Treasurer, of our
2,000,000 outstanding shares of common stock. These shares of common stock
became eligible for resale in the public market pursuant to Rule 144
commencing in July 2000. However, if the shares are sold for the account of an
affiliate of Han Logistics, Rule 144(e) provides that the amount of securities
sold, together with all sales of restricted and other securities of the same
class for the account of the seller within the preceding three months, cannot
exceed the greater of:
* One per cent of the shares outstanding as shown by the company's most recent
report or published statement; or
* The average weekly reported volume of trading in the securities reported on
all national stock exchanges and/or through the NASDAQ system during the four
calendar weeks preceding the filing of notice required by paragraph (h) of
Rule 144, or if no such notice is required the date of receipt of the order to
execute the transaction by the broker or the date of execution of the
transaction directly with a market maker.
Description of Common Stock
All shares of common stock have equal voting rights and, when validly issued
and outstanding, are entitled to one vote per share in all matters to be voted
upon by shareholders. The shares of common stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as fully-
paid and nonassessable shares. Cumulative voting in the election of directors
is not permitted; which means that the holders of a majority of the issued and
outstanding shares of common stock represented at any meeting at which a
quorum is present will be able to elect the entire Board of Directors if they
so choose and, in such event, the holders of the remaining shares of common
stock will not be able to elect any directors. In the event of liquidation of
Han Logistics, each shareholder is entitled to receive a proportionate share
of Han Logistics' assets available for distribution to shareholders after the
payment of liabilities. All shares of our common stock issued and outstanding
are fully-paid and nonassessable and the shares offered hereby, when issued,
will be fully-paid and nonassessable. There is no provision in our Articles of
Incorporation for the modification of rights of shareholders other than by a
vote of at least a majority of shares outstanding, voting as a class. There is
no provision of our Articles of Incorporation or Bylaws that could have the
effect of delaying, deferring or preventing a change in control of Han
Logistics.
There currently is no public trading market for our shares of common stock.
Our common stock will be traded, if at all, in the "pink sheets" maintained by
members of the National Association of Securities Dealers, Inc., and possibly
on the electronic Bulletin Board. We will not satisfy the requirements either
for being quoted on the National Association of Securities Dealers' Automated
Quotations System or for listing on any national securities exchange.
Accordingly, until we qualify for NASDAQ or listing on an exchange, any
trading market that may develop for the common stock is not expected to
qualify as an "established trading market" as that term is defined in
Securities and Exchange Commission regulations, and is expected to be
substantially illiquid. Further, if a secondary trading market develops in our
common stock, the common stock is expected to come within the meaning of the
term "penny stock" under 17 CFR 240.3a51-1 because the shares are issued by a
small company; are low-priced (under five dollars); and are not traded on
NASDAQ or on a national stock exchange. The Securities Enforcement Remedies
and Penny Stock Reform Act of 1990 requires additional disclosure, related to
the market for penny stocks and for trades in any stock defined as a penny
stock. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
requires a broker-dealer, prior to a transaction in a penny stock, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. Additionally, the broker-
dealer must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. For so long as our common stock is
considered penny stock, the penny stock regulations can be expected to have an
adverse effect on the liquidity of the common stock in the secondary market,
if any, which develops.
Dividend Policy. Holders of shares of common stock are entitled to share pro
rata in dividends and distributions with respect to the common stock when, as
and if declared by the Board of Directors out of funds legally available
therefor. We have not paid any dividends on our common stock and intend to
retain earnings, if any, to finance the development and expansion of our
business. Future dividend policy is subject to the discretion of the Board of
Directors and will depend upon a number of factors, including future earnings,
capital requirements and the financial condition of Han Logistics.
Transfer Agent
We have not yet retained a transfer agent for our common stock.
LEGAL MATTERS
Branden T. Burningham, Esq., 455 East 500 South, Suite #205, Salt Lake City,
Utah 84111, will pass upon certain legal matters in connection with the
validity of the issuance of the shares of common stock.
EXPERTS
Mantyla, McReynolds & Associates, independent certified public accountant, has
audited the Financial Statements of Han Logistics, for the periods and to the
extent set forth in its report, which are included herein in reliance upon the
authority of said firm as an expert in accounting and auditing.
Han Logistics, Inc.
[A Development Stage Company]
FINANCIAL STATEMENTS
December 31, 2004
[WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]
Han Logistics, Inc.
[A Development Stage Company]
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 1
Balance Sheet December 31, 2004 2
Statements of Operations for the years ended December 31, 2004 and
2003, and for the period from Inception [July 1, 1999] through
December 31, 2004 3
Statements of Stockholders' Deficit for the years ended December 31,
2004 and 2003, and for the period from Inception [July 1, 1999]
through December 31, 2004 4
Statements of Cash Flows for the years ended December 31, 2004 and
2003, and for the period from Inception [July 1, 1999] through
December 31, 2004 5
Notes to Financial Statements 6 - 8
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Han Logistics, Inc.[a development stage company]:
We have audited the accompanying balance sheet of Han Logistics, Inc. [a
development stage company] as of December 31, 2004, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended
December 31, 2004 and 2003, and for the period from inception [July 1, 1999]
through December 31, 2004. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Han Logistics, Inc. [a
development stage company] as of December 31, 2004, and the results of its
operations and cash flows for the years ended December 31, 2004 and 2003, and
for the period from inception [July 1, 1999] through December 31, 2004, in
conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming that Han
Logistics, Inc. will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has accumulated losses from operations
and has minimal assets which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.
/s/Mantyla McReynolds
Mantyla McReynolds
Salt Lake City, Utah
March 15, 2005
Han Logistics, Inc.
[A Development Stage Company]
Balance Sheet
December 31, 2004
ASSETS
Current Assets
Cash $ 825
Accounts Receivable 1,575
---------
Total Current Assets 2,400
---------
Total Assets $ 2,400
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 7,295
Payable to Related Parties-Note 5 13,787
Accrued Interest Payable on Related Party Loan 4,663
---------
Total Current Liabilities 25,745
---------
Total Liabilities 25,745
Stockholders' Deficit
Common Stock, $.001 par value,
50,000,000 shares authorized;
2,000,000 shares issued and outstanding
at December 31, 2004 2,000
Additional Paid in Capital 25,000
Deficit accumulated during the development stage (50,345)
----------
Total Stockholders' Deficit (23,345)
----------
Total Liabilities and Stockholders' Deficit $ 2,400
==========
See accompanying notes to financial statements
Han Logistics, Inc.
[A Development Stage Company]
Statements of Operations
For the years ended December 31, 2004 and 2003 and for the
period from Inception [July 1, 1999] through December 31, 2004
For the Year For the Year Inception
Ended Ended (July 1, 1999)
December 31, December 31, to December 31,
2004 2003 2004
Revenues $ 4,481 $ 0 $ 9,481
Revenues-Related Party 1,200 0 1,200
Total Revenues 5,681 0 10,681
Expenses
General and administrative 10,701 1,755 55,636
------- ------- ----------
Total Expenses 10,701 1,755 55,636
------- ------- ----------
Operating Loss (5,020) (1,755) (44,955)
Other Income and Expenses
Interest expense-Related Party (1,418) (1,246) (5,390)
------- ------- ----------
Total Other Income/(Expense) (1,418) (1,246) (5,390)
------- ------- ----------
Net Loss Before Taxes (6,438) (3,001) (50,345)
Provision for Income taxes 0 0 0
------- ------- ----------
Net (Loss) $(6,438) $(3,001) $ (50,345)
======= ======= ==========
(Loss) Per Share - $ (0.01) $ (0.01) $ (0.02)
Basic & Diluted ======= ======= ==========
Weighted Average Shares Outstanding 2,000,000 2,000,000 2,000,000
See accompanying notes to financial statements
Han Logistics, Inc.
[A Development Stage Company]
Statements of Stockholders' Deficit
For the years ended December 31, 2004 and 2003, and for the period from
Inception [July 1, 1999] through December 31, 2004
Additional Net
Common Common Paid-In Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
Balance, July 1, 1999 0 $ 0 $ 0 $ 0 $ 0
Issued stock for cash
at inception 2,000,000 2,000 25,000 27,000
Net loss for the period
ended December 31, 1999 (2,426) (2,426)
--------- ------ -------- ------------ -----------
Balance,
December 31, 1999 2,000,000 2,000 25,000 (2,426) 24,574
--------- ------ -------- ------------ -----------
Net loss for the year
ended December 31, 2000 (29,845) (29,845)
--------- ------ -------- ------------ -----------
Balance,
December 31, 2000 2,000,000 2,000 25,000 (32,271) (5,271)
--------- ------ -------- ------------ -----------
Net loss for the year
ended December 31, 2001 (6,107) (6,107)
--------- ------ -------- ------------ -----------
Balance,
December 31, 2001 2,000,000 2,000 25,000 (38,378) (11,378)
Net loss for the year
ended December 31, 2002 (2,528) (2,528)
--------- ------ -------- ------------ -----------
Balance,
December 31, 2002 2,000,000 2,000 25,000 (40,906) (13,906)
--------- ------ -------- ------------ -----------
Net loss for the year
ended December 31, 2003 (3,001) (3,001)
--------- ------ -------- ------------ -----------
Balance,
December 31, 2003 2,000,000 2,000 25,000 (43,907) (16,907)
--------- ------ -------- ------------ -----------
Net loss for the year
ended December 31, 2004 (6,438) (6,438)
--------- ------ -------- ------------ -----------
Balance,
December 31, 2004 2,000,000 $2,000 $ 25,000 $ (50,345) $ (23,345)
========= ====== ======== ============ ===========
See accompanying notes to financial statements
Han Logistics, Inc.
[A Development Stage Company]
Statements of Cash Flows
For the years ended December 31, 2004 and 2003, and for the period from
Inception [July 1, 1999] through December 31, 2004
For the Year For the Year Inception
Ended Ended (July 1, 1999)
December 31, December 31, to December 31,
2004 2003 2004
Cash Flows from Operating Activities
Net Loss $(6,438) $(3,001) $ (50,345)
Adjustments to reconcile net income/
(loss) to net cash provided by operating
activities:
(Increase) in Accounts Receivable (1,575) 0 (1,575)
Increase in Accounts Payable 6,162 1,133 7,295
Increase in Interest Payable 1,418 1,246 4,663
------- ------- ---------
Net Cash Provided by/(Used for)
Operating Activities (433) (622) (39,962)
Cash Flows Provided by Financing Activities
Proceeds from borrowing 1,230 100 13,787
Proceeds from sale of stock 0 0 27,000
------- ------- ---------
Net Cash Provided by Financing
Activities 1,230 100 40,787
Net Increase/(Decrease) in Cash 797 (522) 825
Beginning Cash Balance 28 550 0
------- ------- ---------
Ending Cash Balance $ 825 $ 28 $ 825
======= ======= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income
taxes $ 0 $ 0 $ 0
See accompanying notes to financial statements
HAN LOGISTICS, INC.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Han Logistics, Inc. (Company) was founded July 1, 1999 and was organized
to engage in the business of providing logistics services and other
general business services. The Company was incorporated under the laws
of the State of Nevada.
The Company is considered to be in the development stage as defined in
Financial Accounting Standards Board Statement No. 7. It has yet to
commence full-scale operations and it continues to develop its planned
principle operations.
(b) Income Taxes
The Company applies the provisions of Statement of Financial Accounting
Standards No. 109 [the Statement], Accounting for Income Taxes. The
Statement requires an asset and liability approach for financial
accounting and reporting for income taxes, and the recognition of
deferred tax assets and liabilities for the temporary differences
between the financial reporting basis and tax basis of the Company's
assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled.
(c) Net Loss Per Common Share
Loss per common share is based on the weighted-average number of shares
outstanding. During the current year, the Company received a $1,000
loan from a related party (see Note 5) that is convertible into common
stock, at a rate of $0.10 per share. The effect of the convertible debt
would be anti-dilutive, as the Company incurred losses in the periods
presented in the financial statements, thus, basic and diluted loss per
share calculations are the same.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers cash
on deposit in the bank to be cash. The Company had $825 cash at
December 31, 2004.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(f) Revenue Recognition
The Company recognizes revenue in accordance with the Securities and
Exchange Commission Staff Accounting Bulletin (SAB) number 104, which
states that revenue is generally recognized when it is realized and
earned. Specifically, the Company recognizes revenue when services are
HAN LOGISTICS, INC.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004 [continued]
performed and projects are completed and accepted by the customer.
(g) Accounts Receivable
Accounts receivable are stated at amounts owed to the Company from
customers. Accounts which are determined to be uncollectible are
immediately written off. Based on historical experience with its
customers, the Company does not consider an allowance for bad debts
to be necessary as of December 31, 2004.
Note 2 Liquidity and Going Concern
The Company has minimal assets, has accumulated losses through December
31, 2004 amounting to $50,345 and does not anticipate generating
sufficient cash flows from operations to meet the Company's cash
requirements. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
The Company's ability to accomplish its business strategy and to
ultimately achieve profitable operations is dependent upon its ability
to obtain additional financing and execute its business plan. There can
be no assurance that the Company will be able to obtain additional
funding, and if available, that the Company will obtain the funding on
favorable terms. Management plans include exploring several funding
options and expects to raise additional capital through private
placement. Ultimately, the Company will need to achieve profitable
operations in order to continue as a going concern. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Note 3 Income Taxes
Below is a summary of deferred tax asset calculations on net operating
loss carry forward amounts. Loss carry forward amounts expire through
2024. A valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
Estimated
NOL Rate Tax
Federal loss carryforward (expires through
2024) 50,345 15% $ 7,586
Valuation allowance (7,586)
-------
Deferred tax asset $ 0
=======
The allowance has increased $1,000 from $6,586 as of December 31, 2003.
The effective tax rate for continuing operations differs from the
statutory tax rate as follows:
Expected Provision (Benefit) $ (966)
Effects of:
Increase in Valuation Allowance & Other $ 966
-------
Total Actual Provision 0
=======
HAN LOGISTICS, INC.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2004 [continued]
Note 4 Common Stock
On July 1, 1999, the Board of Directors authorized a stock issuance
totaling 2,000,000 shares of common stock to an officer of the Company
for cash consideration of $27,000, or $0.0135 per share.
The Company had authorized a stock issuance of a minimum of 50,000 to a
maximum of 250,000 shares of its common stock at $1.00 per share. The
offering was to be filed under the Securities Act of 1933 or an
exemption under the Act. The offering is no longer effective and no
additional stock has been issued.
Note 5 Related Party Transactions
During the current year, a related party loaned $1,000 to the Company,
which is convertible to common stock at a rate of $0.10 per share. This
party is a foundation that is directed by the President's spouse. The
effect of conversion on the loss per share calculation would be
anti-dilutive, as the Company incurred losses in each of the periods
presented in the financial statements.
Shareholders advanced cash to the Company, through December 31, 2004, of
$12,787 to pay operating expenses. The Company recorded accrued interest
payable attributable to the related party liabilities accrued at 10% per
annum totaling $4,663. The shareholder loan is unsecured and is payable
on demand.
During the current year, the Company recorded revenues of $1,200, which
were earned from services provided to a related party. The party and
the Company have related officers. No amounts are due to or from this
party as of December 31, 2004.
The Company currently utilizes office space on a rent-free basis from a
shareholder, and shall do so until substantial revenue-producing
operations commence. Management deemed the rent-free space to be of
nominal value.
Note 6 Concentrations
For the twelve months ended December 31, 2004, one customer represented
approximately 79% or $4,481 of total revenues and 100% of accounts
receivable. Prior to the Company earning revenues from this customer,
the Company's President was an employee of the customer. Additionally, a
related party customer (see Note 5) represented 21% or $1,200 of total
revenues. If these customers decrease or terminate their business with
the Company, the impact may have adverse effects on the Company's
operations and financial condition.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
David T. Thomson, P.C., Certified Public Accountant, of Salt Lake
City, Utah, audited our financial statements as of December 31, 2001, and
2000.
Effective during the fourth quarter of 2004, our Board of Directors voted to
engage Mantyla McReynolds, a Professional Corporation, as our new independent
accountants, as Mr. Thomson had advised us that he was no longer auditing the
financial statements of public companies.
There were no disagreements between us and David T. Thomson, P.C., whether
resolved or not resolved, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved, would have caused him to make reference to the subject matter of the
disagreement in connection with his report.
With the exception of a "going concern" qualification, the independent
auditors' report of David T. Thomson, P.C. with respect to our audited
financial statements as of December 31, 2001, and 2000, did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
During our two most recent calendar years, and since then, David T. Thomson,
P.C., has not advised us that any of the following exists or is applicable:
(1) That the internal controls necessary for us to develop
reliable financial statements do not exist;
(2) That information has come to its attention that has made
it unwilling to rely on management's representations or
unwilling to be associated with the financial statements
prepared by management;
(3) That the scope of its audit should be expanded
significantly, or that information has come to its attention
that it has concluded will, or if further investigated
might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial
statements, or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date
of the most recent audited financial statements (including
information that might preclude the issuance of an
unqualified audit report), and the issue was not resolved to
the accountant's satisfaction prior to its resignation.
We have provided David T. Thomson, P.C., with a copy of the disclosure
provided hereunder, and have advised it to provide us with a letter addressed
to the Securities and Exchange Commission as to whether it agrees or disagrees
with the disclosures made herein.
(OUTSIDE BACK COVER PAGE OF PROSPECTUS)
TABLE OF CONTENTS HAN LOGISTICS, INC.
Item Page
PROSPECTUS SUMMARY................................... 2
Han Logistics...................................... 2
Selected Financial Information..................... 2
RISK FACTORS......................................... 3
Risk Factors Related to Han Logistics.............. 3
1. We Are a Development-Stage Company
with No Prior Business Operations and We
May Not Be Able to Establish Ourselves as
a Going Concern.................................... 3
2. We Have Realized No Revenue or
Earnings and Have Limited Assets, and We
May Not Be Able to Achieve Profitable
Operations in the Future........................... 3
3. We Need Additional Capital and, if Our
Financial Condition Does Not Improve, We
Will Cease Operations and Our Shareholders
Will Lose Their Entire Investment; Our
Auditor Has Expressed a Going Concern
Qualification...................................... 4
4. The Success of Our Business Depends
on the Development and Enhancement of
Our Services and Attracting and Retaining a
Large Number of Potential Customers .............. 4
5. Because Our Executive Officers and
Directors Are Our Only Two Employees,
Have Limited Experience, and Are Not Bound
by Employment Agreements, We May Not Be
Able to Achieve Profitability or Maintain
Our Operations with the Limited
Commitment and Experience of These
Individuals and We May Realize Serious Harm
if They Leave...................................... 4
6. Our Business Plan Is Speculative and,
Unless We Obtain a Sufficient Number of
Customers, Deliver Services on a Timely and
Cost-Effective Basis and Raise Financing
from This Offering and Otherwise, Investors
May Lose Their Investments......................... 5
7. The Logistical Services Business Is
Subject to Rapid Technological Change and,
if We Do Not Respond to Technological
Developments on a Timely and Cost-
Effective Basis to Better Serve Our
Customers and Meet Their Expectations, It
Could Adversely Impact Our Ability to
Attract and Retain Customers....................... 5
8. We May Not Succeed in Establishing
the Han Logistics Brand, Which Would
Adversely Affect Customer Acceptance
and Our Revenues................................... 6
9. Intense Competition May Result in Price
Reductions and Decreased Demand for Our
Services; We Will Be at a Competitive
Disadvantage as Compared to Virtually All
Existing Companies in Overcoming These
Competitive Factors; and Our Business
Strategy May Not Be Successful..................... 6
10. We May Encounter Unforeseen Costs
in the Logistics Services Business and, if
Any Cost Overruns Are Significant or if We
Expend Significant Funds without the
Development of Commercially Viable
Services, We May Need to Change Our
Business Plan, Sell or Merge Our Business
or Face Bankruptcy................................. 7
11. Because Han Logistics' President/Owner
Will Continue to Control Han Logistics, She
Will Be Able to Determine the Outcome of
All Matters Requiring Approval of Our
Shareholders....................................... 7
Risk Factors Related to the Offering............... 8
12. There Is No Public Market for Our
Common Stock and Shareholders May Have
Difficulty Selling Their Shares or Pledging
Them as Collateral Because of This and for
Other Reasons...................................... 8
13. The Offering Price of Our Common
Stock Is Arbitrary and Was Not Determined
Based on a Market Price; Therefore, It
Should Not Be Considered to Bear Any
Relationship to Our Assets, Book Value or
Net Worth and Should Not Be Considered
to Be an Indication of Our Value................... 8
14. The Proceeds of This Offering May Be
Inadequate and, in That Event, if We Are
Unable to Generate Revenue or Obtain
Additional Capital, Our Business May Fail.......... 8
15. New Shareholders Will Incur Substantial
Dilution of Approximately $.99 Per Share as
a Result of This Offering.......................... 8
16. If We Fail to Obtain a Secondary
Trading Exemption for Our Common Stock
in a Significant Number of States, a Public
Market Will Not Develop for the Common
Stock and the Shares Could Be Deprived of
Value.............................................. 9
17. Because the Offering Will Not Be
Underwritten, Investors in the Shares of
Common Stock Being Offered Will Not
Be Afforded the Protections of Certain of
the NASD Conduct Rules and Our
Management May Not Be Successful in
Raising Even the Minimum Amount of
Funds.............................................. 9
18. Because There Is No Commitment to
Purchase Shares, the Offering May Not Be
Totally Subscribed for the Minimum or the
Maximum Number of Shares Being Offered
and, if Only the Minimum Amount of Funds
Is Received, the Common Stock Purchased
by an Investor May Be Deprived of Any
Value.............................................. 9
19. Because Our Common Stock Is
Considered Penny Stock, the Penny Stock
Regulations Can Be expected to Have an
Adverse Effect on the Liquidity of the
Common Stock in the Secondary Market............... 10
20. Sales of Substantial Amounts of Our
Shares May Depress Our Stock Price................. 10
DETERMINATION OF OFFERING PRICE
AND ADDITIONAL INFORMATION........................... 10
DILUTION............................................. 11
USE OF PROCEEDS...................................... 13
PROPOSED BUSINESS.................................... 15
General............................................ 15
Proposed Services.................................. 15
Strategy........................................... 17
Marketing.......................................... 18
Competition........................................ 20
Employees and Consultants.......................... 22
Facilities......................................... 22
Legal Proceedings.................................. 23
PLAN OF OPERATION.................................... 23
MANAGEMENT........................................... 24
Executive Officers and Directors................... 24
General............................................ 25
Family Relationships............................... 25
Business Experience................................ 25
Executive Compensation............................. 26
Compensation of Directors.......................... 27
Employment Agreements.............................. 27
Indemnification.................................... 27
Conflicts of Interest.............................. 28
PRINCIPAL SHAREHOLDERS............................... 29
CERTAIN TRANSACTIONS................................. 29
PLAN OF OFFERING..................................... 30
DESCRIPTION OF SECURITIES............................ 31
Description of Capital Stock......................... 31
Description of Common Stock.......................... 32
Transfer Agent....................................... 33
LEGAL MATTERS........................................ 33
EXPERTS.............................................. 33
FINANCIAL STATEMENTS................................. F-1
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.................. 34
Until __________ __, 2005 (90 days after the date this prospectus), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealers' obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Paragraph 12. of Han Logistics' Articles of Incorporation includes provisions
to indemnify our officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against such persons by reason of
serving or having served as officers, director or in other capacities, except
in relation to matters with respect to which such persons shall be determined
to not have acted in good faith and in the best interests of Han Logistics.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to officers, directors or persons
controlling Han Logistics pursuant to the foregoing, Han Logistics has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Han Logistics's Articles of Incorporation provide for (i) the elimination of
directors' liability for monetary damages for certain breaches of their
fiduciary duties to Han Logistics and our shareholders as permitted by Nevada
law; and (ii) permit the indemnification by Han Logistics to the fullest
extent under Nevada law. At present, there is no pending litigation or
proceeding involving a director or officer of Han Logistics as to which
indemnification is being sought.
Section 78.7502 and 78.751 of the Nevada Revised Statutes, as amended,
provides for the indemnification of the officers, directors and controlling
persons of a corporation as follows:
NRS 78.7502 Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgements,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit proceeding by judgement, order, settlement,
conviction or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgement in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.
1. Any discretionary indemnification under NRS 78.7502 unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation as
authorized in the specific case upon a determination that indemnification of
only the director, officer, employee or agent is proper in the circumstances.
The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for
the advancement of expenses made pursuant to subsection 2, may not be made to
or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and administrators
of such a person.
Item 25. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the expenses incurred in connection
with this Registration Statement and the issuance and distribution of the
shares of common stock being registered hereby. All such expenses will be paid
by Han Logistics.
Securities and Exchange Commission registration fee.............. $ 100
NASD fee......................................................... 525
Legal fees and expenses.......................................... 25,000
Accounting fees and expenses..................................... 2,100
Blue sky fees and expenses....................................... 500
Transfer agent fees and expenses................................. 500
Printing, electronic filing and engraving expenses............... 500
Miscellaneous expenses........................................... 775
-------
TOTAL .............................................. $30,000
All of the above items except the Securities and Exchange Commission
registration and NASD fees are estimates.
Item 26. Recent Sales of Unregistered Securities.
Since July 1, 1999, the date of Han Logistics' inception, it has sold
securities in a transaction summarized below.
Number of Shares
Purchaser Date of Sale Consideration of Common Stock Sold
- --------- ------------ --------------- --------------------
Amee Han Lombardi 7/1/99 $27,000 in cash 2,000,000
With respect to the sale described above, Han Logistics relied upon Section
4(2) of the Securities Act of 1933, as amended (the "Act"), for an issuer not
involving any public offering, as an exemption from the transactions by
registration requirements of Section 5 of the Act. As the President, the
Treasurer and the sole shareholder of Han Logistics, Ms. Han Lombardi had
access to information enabling her to evaluate the merits and risks of the
transaction on the date of sale. She represented in writing that she acquired
the securities for investment for her own account and not with a view to
distribution. Stop transfer instructions have been issued to the Registrant's
transfer agent with respect to the securities, and the transfer agent has been
instructed to issue the certificates representing the securities bearing a
restrictive investment legend. Ms. Han Lombardi signed a written agreement
stating that the securities will not be sold except by registration under the
Act or pursuant to an exemption therefrom.
Item 27. Exhibits.
The following exhibits are filed as part of this registration statement on
Form SB-2.
Item
Number Description
------ -------------------------------------------------------------
(3.1) Articles of Incorporation of Han Logistics, Inc., filed
July 1, 1999.
(3.2) Bylaws of Han Logistics, Inc.
(4) Form of stock certificate.
(5)* Opinion and consent of Branden T. Burningham, Esq.
(10.1) Promissory Note dated November 11, 1999, from Han Logistics,
Inc., as the maker, to Amee Han Lombardi, as the holder, in
the principal amount of $10,000, due on demand, and bearing
interest at the rate of 10% per annum.
(10.2) Promissory Note dated June 12, 2002, from Han Logistics,
Inc., as the maker, to Amee Han Lombardi, as the holder, in
the principal amount of $1,000, due on demand, and bearing
interest at the rate of 10% per annum.
(10.3) Amended Fund Escrow Agreement dated December 12, 2001,
between Han Logistics, Inc., and FirstBank of Littleton
(16)* Letter re change in certifying accountant
(23.1)* Consent of Independent Accountant of Mantyla, McReynolds &
Associates
(23.2)* Consent of Branden T. Burningham, Esq.
- ------------------
*Filed herewith.
Item 28. Undertakings.
(a) The undersigned small business issuer will:
(1) File, during any period in which it offers or sells securities, a post-
effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
rule 424(b) (section 230.424(b) of this chapter) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this Amendment No. 6
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Reno, State of Nevada, on April ,
2005.
Date: April 29, 2005 HAN LOGISTICS, INC.
(Registrant)
By: /s/Amee Han Lombardi
-----------------------------------
Amee Han Lombardi,
President/Secretary/Treasurer
(signing in capacities as principal
executive officer, principal
financial officer, controller and
principal accounting officer)
/s/Michael Vardakis
------------------------------------
Michael Vardakis
Director