UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Nevada 8741 88-0435998
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
__________________
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2220 West 7th Street
Please send copies of all correspondence to:
PATRICIA CUDD, ESQ.
Cudd & Associates
1120 Lincoln Street, Suite #1507
Denver, Colorado 80203
Telephone: (303) 861-7273
Approximate date of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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. [ ]
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
12. Description of Securities.................. Prospectus Summary;
Description of Securities
- Description of Capital
Stock - Description of
Common Stock
13. Interest of Named Experts and Counsel...... Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Inapplicable
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
21. Executive Compensation..................... Management - Executive
Compensation
22. Financial Statements....................... Financial Statements
23. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure................................. Inapplicable
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Preliminary Prospectus Dated January __, 2001
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.
250,000 Shares of Common Stock
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. 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 7.)
Neither the Securities and Exchange Commission nor any state regulatory authority has approved or disapproved of these securities, endorsed the merits of this offering or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price Selling Proceeds to
to Public Commissions(1) Han Logistics(2)
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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 (100,000 shares) (3) $ 250,000 $-0- $ 250,000
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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 January 8, 2001, $2,900 of such 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 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, N.A., 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 for up to an additional 90 days), we 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.
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.
The date of this prospectus is __________, 2001.
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 no revenue from operations to date. Our offices are located at 2220 West 7th Street, Reno, Nevada 89503, and our telephone and facsimile number is (775) 787-7483.
Selected Financial Information
Han Logistics was only recently 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:
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As of As of As of
October 31, June 30, December 31,
2000 2000 1999
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Working Capital $22,702 $22,989 $24,574
Current Assets $30,596 $33,596 $34,681
Total Assets $30,596 $33,596 $34,681
Current Liabilities $7,894 $10,607 $10,107
Total Liabilities $7,894 $10,607 $10,107
Total Stockholders' Equity $22,702 $22,989 $24,574
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Inception Inception
July 1, 2000 January 1, 2000 (July 1, 1999) (July 1, 1999)
through through through through
October 31, 2000 June 30, 2000 December 31, 1999 October 31, 2000
---------------- --------------- ----------------- ---------------
Net Loss $ (287) $ (1,585) $ (2,426) $ (4,298)
Earnings (Loss) Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted Average Common
Shares Outstanding 2,000,000 2,000,000 2,000,000 2,000,000
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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. Han Logistics was organized on July 1, 1999, is in the development stage and must be considered promotional. 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 there is no assurance that we will 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.
2. We Have Realized No Revenue or Earnings and Have Limited Assets. Since our inception on July 1, 1999, Han Logistics has realized no revenue or earnings and has had only very limited assets and financial resources. We realized a net loss of $(287), $(1,585) and $(2,426) for the four months ended October 31, 2000, the six months ended June 30, 2000, and the period from inception (July 1, 1999) through December 31, 1999, respectively, and cumulatively in the amount of $(4,298) since Han Logistics' inception. As of October 31, 2000, we had total assets of $30,596, including $4,496 in cash and deferred offering costs of $26,100, and working capital and total stockholders' equity of $22,702. There can be no assurance that we will 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.
3. We Need Additional Capital; Our Auditor Has Expressed a Going Concern Qualification. 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. Our independent auditor has expressed this as a "going concern" qualification in the Independent Auditors' Report on, and footnotes to, Han Logistics' financial statements. Because of this and 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. 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 there can be no assurance that resources will be available to us when needed.
4. We Have No Customer Base and Limited Services. Han Logistics was only recently organized on July 1, 1999; has not yet commenced operations in the business of performing logistical services; and has very limited personnel and financial and other resources. We have no arrangement, agreement or understanding to perform logistics services for any customer at the present time and we have only limited services available currently. Further, 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. There can be no assurance that the debt and/or equity financing, which is required to be received by Han Logistics in addition to the funding anticipated from this offering in order for us to be able to fully implement our business plan, will be available. We are dependent upon the efforts of our management, Mesdames Amee Han and Kathleen M. Kennedy, to obtain the level of funding necessary in order to enable us to successfully market and deliver logistics services on a competitive basis. 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.
5. We Are Dependent upon Management Whose Experience and/or Time Commitment Is Limited. We will be dependent upon our executive officers and directors, including Mesdames Amee Han, President/Treasurer and a director of Han Logistics, and Kathleen M. Kennedy, our Vice President/Secretary and a director of Han Logistics, who are only expected to receive minimal monetary compensation for the foreseeable future. The loss of the services of either of these individuals, particularly Ms. Han's, could be expected to have a material adverse effect on us. Both Ms. Han, whose experience in logistics is limited to the University of Nevada's logistics management program and an internship at Mars, Inc. - Kal, Kan, and Ms. Kennedy, whose prior six years of customer service experience represents only one aspect of the field of logistics, have limited prior experience in our proposed business. Presently, except for Mesdames Han and Kennedy, Han Logistics has no personnel whatsoever. While Ms. Han expects to devote approximately 50% of her time and effort to Han Logistics, Ms. Kennedy will devote only so much time as is required to perform her responsibilities as an executive officer and director of Han Logistics. The logistics services that we propose to offer involve complicated business determinations requiring qualitative and subjective evaluations by management and/or others. For the foreseeable future, we have no plans to employ any other personnel except a part-time marketing specialist and bookkeeper, and no persons with logistics experience and expertise. Accordingly, until such time, if ever,
as we are successful in attracting and employing capable personnel in all aspects of the logistics business, we intend to rely upon the judgment and conclusions of our current management.
6. Our Business Plan Is Speculative. 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, and deliver the services on a timely and cost-effective basis. 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. 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. 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 hereby. As of the date hereof, 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. Investors must depend entirely upon the business judgment of management whose business plan is conceptual in nature as of the date hereof.
7. The Logistical Services Business Is Subject to Rapid Technological Change. 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. 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 such 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. There can be no assurance that we will not experience difficulties that could delay or prevent the successful marketing and delivery of our proposed logistics services. Further, new services offered by others may meet the requirements of the marketplace and achieve market acceptance.
8. We Have No Marketing Organization and Our Marketing Capability Is Limited. 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. 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. We have allocated the sums of $4,780 (10.15%) and $29,890 (12.1%), 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. Han Logistics intends to rely upon the judgment and conclusions of Ms. Amee Han, our President and Treasurer, based solely upon her knowledge and prior limited
business experience, relative to Han Logistics' needs for marketing expertise, until such time, if ever, as we are successful in attracting and employing the per project marketing specialist initially proposed and/or other capable marketing and customer support personnel.
9. We Will Be Subject to Intense Competition and at a Competitive Disadvantage. For the foreseeable future, we are expected to be an insignificant participant in the logistics services business. Nearly all existing companies providing logistics services are substantially larger and have more substantial operating histories and records of successful operations; greater financial resources, technical expertise, managerial capabilities and other resources; more employees; and more extensive facilities than we have or will have in the foreseeable future. We expect to face strong competition from such well-established companies and small independent companies like ourselves. 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. However, our opportunity to obtain customers may be limited by our financial resources and other assets. Consequently, 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. 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 such advances.
10. We May Encounter Unforeseen Costs in the Logistics Services Business. 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. There can be no assurance that the provision of such general customary services as overall analysis of the customer's various logistical systems and functions, recommendations for and/or implementation of improvements, modifications, cost reductions and/or other efficiencies in the performance of various such systems and functions, recommendations for and/or implementation of outsourcing of functions to third parties where appropriate, consulting and specific problem-solving, will not cost significantly more than expected or even prove to be prohibitive. 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. There can be no assurance that cost overruns will not occur or that such cost overruns will not adversely affect us.
11. Han Logistics' President/Owner Will Continue to Control the Company. Ms. Amee Han, President/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 will own approximately 88.9% to approximately 97.6% of Han Logistics' issued and outstanding shares of common stock. Ms. Han has not entered into a written
employment agreement with Han Logistics and is not expected to do so in the foreseeable future. We have not obtained "key man" life insurance on Ms. Han or Ms. Kathleen M. Kennedy, our Vice President/Secretary. Notwithstanding the limited time commitment by Ms. Kennedy, the loss of the services of either of these individuals, particularly Ms. Han's, could adversely affect development of our business and the likelihood of continuing operations.
12. Our Management May Be Subject to Conflicts of Interest. Both Ms. Amee Han, our President/Treasurer and Ms. Kathleen M. Kennedy, our Vice President/Secretary, are employed full time by other companies. Further, they may become associated in the future in various capacities with other companies involved in a range of business activities. Ms. Kennedy is expected to devote a very limited amount of time and effort to our business. Accordingly, potential, continuing conflicts of interest may be inherent in their acting as our executive officers and directors. In addition, both of our executive officers, directors and/or controlling shareholders 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, directors and/or controlling shareholders are involved in the management of any company that transacts business with Han Logistics. Existing and potential conflicts of interest, including time, effort and corporate opportunity, are involved in the participation by management and control persons in other business entities and in transactions with Han Logistics. Mesdames Han and Kennedy 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.
Risk Factors Related to the Offering
13. There Is No Public Market for Our Common Stock. There is no public market for the common stock and there is no assurance that a public market will develop as a result of this offering or, if developed, that it will be sustained. 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. Many brokerage firms may not effect transactions in the securities and many lending institutions may not permit their use as collateral for loans. The 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 ("NASDAQ") 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.
14. Proceeds of Offering May be Inadequate. 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. 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. There is no assurance that any such revenue will be generated or that any such additional financing can be obtained on terms favorable to Han Logistics.
15. No Secondary Trading Exemption. 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. There can be no assurance that we will 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. 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.
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. The delivery of this prospectus shall not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof.
We have filed a Registration Statement on Form SB-2 under the Securities Act of 1933, as amended, with respect to the shares of common stock offered hereby with the U.S. Securities and Exchange Commission (the "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 Cudd & Associates, counsel for Han Logistics. We may not modify the terms of the offering described herein without amending the registration statement of which this prospectus is a part.
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 $2,900.
Minimum Maximum
Per Share Dilution
Initial public offering price per share............... $1.00 $1.00
Net tangible book value per share as of June
30, 2000 (1)....................................... $* $*
Increase in net tangible book value per share
attributable to new investors .................... $.02 $.11
Net tangible book value per share after offering...... $ .01 $ .10
Dilution per share to new investors (2)............... $ .99 $ .90
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*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 November 1, 2000, 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, 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
Average price per share paid by existing shareholder...... $ .01 $ .01
Average price per share paid by new investors............. $ 1.00 $ 1.00
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USE OF PROCEEDS
We estimate that that the net proceeds available to us upon completion of this offering will be $47,100, in the event of the minimum offering, and $247,100, in the event of the maximum offering, after deducting the estimated unpaid expenses of the offering in the amount of $2,900. 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 Percent Maximum Percent
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Salaries and Directors' Fees $ 9,000(1) 19.11% $ 45,000(1)(2) 18.20%
Marketing 4,780(3) 10.15% 29,890(3) 12.10%
Working Capital 30,585 64.94% 131,710 53.30%
Administrative Expenses 2,735(4) 5.80% 14,550(4)(5) 5.89%
Office Rent -0-(6) 0.00% 14,400(6) 5.83%
Purchase of Computers -0-(7) 0.00% 9,750(7) 3.95%
Office Equipment Rental -0-(7) 0.00% 1,800(7) .73%
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TOTAL NET PROCEEDS $ 47,100 100.00% $ 247,100 100.00%
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(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 $2,000 allocated to pay directors' fees of $250 per quarter to each of Mesdames Han and Kennedy.
(2) Includes the sums of $24,000 and $12,000 allocated for the salaries of Mesdames Han and Kennedy, respectively.
(3) Includes the estimated cost of sales brochures and other advertising materials.
(4) 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.
(5) Includes the sum of $1,200 allocated for insurance.
(6) See "PROPOSED BUSINESS OF HAN LOGISTICS - Facilities."
(7) 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, our President/Treasurer, will be a 2001 graduate of the logistics program at the University of Nevada, Reno, who recently completed a successful internship at Mars, Inc.-Kal Kan, Reno, Nevada. While Ms. Hans' strengths in the field of logistics include software evaluation and report administration and her area of specialty is customer service-driven sales, she also has experience in warehousing and transportation. For the past approximately six years, the career of Ms. Kathleen Kennedy, the Vice President/Secretary of Han Logistics, has focused upon sales and customer service for AT&T Business Information Services and Reno Air, Inc., Reno, Nevada. Mesdames Han and Kennedy propose 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, the President/Treasurer, a director and the sole shareholder of Han Logistics. For exemptions from registration in connection with the sale of the securities, we relied upon Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving a public securities offering and Section 90.530, subsection 11., of the Nevada Uniform Securities Act, as amended.
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 two executive officers, who are the only two Company employees 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 such 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. 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 form 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, our President/Treasurer, and Ms. Han and Ms. Kathleen M. Kennedy, our Vice President/Secretary, 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 Mesdames Han and Kennedy without charge to Han Logistics.
Strategy
The logistics services industry, which we have determined to enter, has expanded rapidly in the past several years and 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, 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, growth in the logistics industry is expected to 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. 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. Mesdames Amee Han and Kathleen M. Kennedy, our executive officers and directors, have lived and worked in the Reno, Nevada, area for the past approximately eight years and approximately six years, respectively, 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.
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 such 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 no such transactions by Han Logistics shall be affected or invalidated solely because of such 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.
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 such 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 such organizations have proven operating histories, which we lack. We expect to face strong competition from both such 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 such advances. The effects of any such 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. Mesdames Amee Han and Kathleen M. Kennedy, our executive officers and directors, have served as the only part-time employees of Han Logistics since our inception. 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, our President 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 $2,000, 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 each of Mesdames Han and Kennedy. In addition to these directors'
fees, the amounts of $24,000 and $12,000, out of the maximum anticipated offering proceeds, have been allocated for the salaries of Mesdames Han and Kennedy, respectively. 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, Mesdames Han and Kennedy 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 unaffiliated persons who perform services for us, although we have no present plans to do so and no such fees have been paid as of the date hereof.
Facilities
Han Logistics maintains its offices pursuant to a verbal arrangement rent-free at the residence of Ms. Amee Han, the President, the Treasurer and a director of Han Logistics, located at 2220 West 7th Street, Reno, Nevada, 89503. We anticipate the continued utilization of these facilities on a rent-free basis until such time, if ever, as 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 ten months ended October 31, 2000, the six months ended June 30, 2000, the period from inception (July 1, 1999) through December 31, 1999, and the period from inception through June 30, 2000, we had no revenue and a net loss of $(287), $(1,585), $(2,426) and
$(4,298), respectively, or $(0.00) per share. Operating expenses for the ten months ended October 31, 2000, the six months ended June 30, 2000, the period from inception through December 31, 1999, and the period from inception through June 30, 2000, included general and administrative expenses of $-0-, $1,085, $2,319 and $3,404, 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.
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 October 31, 2000, June 30, 2000, and December 31, 1999, we had total assets of $30,596, $33,596 and $34,681, respectively, which included $4,496, $8,446 and $10,681 in cash, respectively, and deferred offering costs of $26,100, $25,150 and $24,000, respectively. We had total current liabilities of $7,894, $10,607 and $10,107 and working capital of $22,702, $22,989 and $24,574 as of October 31, 2000, June 30, 2000, and December 31, 1999, respectively. As of October 31, 2000, June 30, 2000, and December 31, 1999, Han Logistics' total stockholders' equity was $22,702, $22,989 and $24,574, respectively, including deficits accumulated during the development stage of $(4,298), $(4,011) and $(2,426), respectively. Our independent auditors 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, they 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, management is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern.
MANAGEMENT
Executive Officers and Directors
Our executive officers and directors are as follows:
Name Age Title
--------------------- --- --------------------------------------
Amee Han* 31 President, Treasurer and Director
Kathleen M. Kennedy* 42 Vice President, Secretary and Director
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*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 expects to devote approximately 15% of her time and effort to the business and affairs of Han Logistics. Ms. Kathleen M. Kennedy intends to devote such time and effort to Han Logistics' business and affairs as may be necessary to perform her responsibilities as an executive officer and director. Set forth below under "Business Experience" is a description of the business experience of our executive officers and directors. 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 relationship between Ms. Amee Han, our President/Treasurer and a director of Han Logistics, and Ms. Kathleen M. Kennedy, our Vice President/Secretary and a director of Han Logistics.
Business Experience
Amee Han has served as the President, the Treasurer and a director of Han Logistics since its inception on July 1, 1999. Since July 2000, she has been employed by Sierra Desige Group, an engineering firm based in Reno, Nevada, as a project coordinator. Ms. Han is expected to graduate from the University of Nevada, Reno, Nevada, majoring in logistics management, in May 2001. She recently 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. 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 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 attended the University of Texas, Austin, Texas, from September 1987 through May 1992.
Kathleen M. Kennedy has served as the Vice President, the Secretary and a director of Han Logistics since its inception on July 1, 1999. From January 1999 through August 2000, she was employed by AT&T Business Information Services, Reno, Nevada, as a Customer Service and Sales Specialist. Ms. Kennedy was employed, from May 1994 through December 1998, by Reno Air, Inc., Reno, Nevada, as a Reservations Agent until her promotion to Acting Supervisor of the Tour Department; in which position she was responsible for 100 employees and the training of all new employees. In this position, she trained new agents and was responsible for product sales in excess of $500,000. She received a Bachelor of Arts degree from Michigan State University, East Lansing, Michigan, in 1980 and a Certificate in Public Law from The Philadelphia Institute for Paralegal Studies, Philadelphia, Pennsylvania, in 1991. Ms. Kennedy attended Wayne State University, Detroit, Michigan, from 1979 through 1980 and Central Michigan University, Mount Pleasant, Michigan, from 1976 through 1977.
Executive Compensation
The following table sets forth information concerning the compensation of the executive officers of Han Logistics for the only fiscal year ended December 31, 1999, since the company's organization on July 1, 1999, including annual compensation, including the dollar value of base salary (cash and non-cash) earned during the 1999 fiscal year, and the sum of the number of securities underlying stock options granted, with or without tandem SARs, and the number of freestanding SARs.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All Other
and Compen- Stock lying LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year Salary($) Bonus($) ($) ($) SAR's(#) ($) ($)
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Amee 1999 $-0- $-0- $500 $-0- $-0- $-0- $-0-
Han,
President
and
Treasurer
Kathleen 1999 $-0- $-0- $500 $-0- $-0- $-0- $-0-
M.
Kennedy,
Secretary
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Mesdames Amee Han and Kathleen M. Kennedy, our executive officers and directors, have served as 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 and Kennedy, 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, 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 $2,000, 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 each of Mesdames Han and Kennedy. In addition to these directors' fees, the amounts of $24,000 and $12,000, out of the maximum anticipated offering proceeds, have been allocated for the salaries of Mesdames Han and Kennedy, respectively. However, we anticipate that, at such time, if ever, as our financial position permits, Mesdames Han and Kennedy 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 such 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 such 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 such capacity. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), 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, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.
Compensation of Directors
Our standard arrangement is to pay our directors the sum of $250 per quarter as directors' fees for their services as directors.
Employment Agreements
We have no employment agreements with Mesdames Amee Han or Kathleen M. Kennedy, our officers and directors. We may enter employment agreements with the foregoing 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 such persons by reason of serving or having served as officers, directors or in other capacities, except in relation to matters with respect to which such 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 such person is fairly and reasonably entitled to indemnification for such 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, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.
Conflicts of Interest
Both Ms. Amee Han, our President/Treasurer and a director, and Ms. Kathleen M. Kennedy, our Secretary and a director, are employed full time by other companies. Further, Ms. Han and Ms. Kennedy 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.
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 such 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 such 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, 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 (2) 2,000,000 100.00% 97.6% 88.9%
2220 West 7th Street
Reno, Nevada 89503
Kathleen M. Kennedy (2) -0- 100.00% 0.00% 0.00%
1555 Ridgeview Drive, #238
Reno, Nevada 89509
All Executive Officers and
Directors of Han Logistics 2,000,000 100.00% 97.6% 88.9%
as a Group (Two Persons)
-------------------
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(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.
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CERTAIN TRANSACTIONS
On July 1, 1999, we issued and sold an aggregate of 2,000,000 shares of common stock to Ms. Amee Han, our President and Treasurer, in consideration for the sum of $27,000 in cash.
On November 11, 1999, Ms. Han loaned the sum of $10,000 to Han Logistics. The loan is evidenced by that certain Promissory Note dated November 11, 1999, due on demand, in the principal amount of $10,000, bearing interest at the rate of ten per cent per annum. Ms. Han intends to demand re-payment of the loan upon the closing of this offering for the sale of the minimum number of shares of common stock being offered hereby.
Ms. Han provides office space, located at 2220 West 7th Street, Reno, Nevada 89503, 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, the President, the 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/Treasurer, director and sole shareholder, such as the sale of Han Logistics' common stock to Ms. Han 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 section 240.3a4-1 under the Securities Exchange Act of 1934, as amended, 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 we will promptly refund all funds to the subscribers in full, without interest or deduction for expenses relating to the offering.
We will promptly transmit all funds received during the offering period, pursuant to the terms of the fund escrow agreement dated October 10, 2000, to FirstBank of Littleton, N.A., Littleton, Colorado. The funds maintained in escrow will not be subject to our creditors or expended for the expenses of this offering. Until such time as the funds have been released from escrow and the shares of common stock delivered to the purchasers thereof, such 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 the purchasers of shares of common stock; who will not receive stock certificates unless and until the funds are released 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.
DESCRIPTION OF SECURITIES
Description of Capital Stock
Our authorized capital stock consists of 50,000,000 shares of common stock.
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.
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
Silverado Stock Transfer, Inc., 8170 Southeast Avenue, Suite #4-602, Las Vegas, Nevada 89123, is the transfer agent and registrar for Han Logistics' common stock.
LEGAL MATTERS
Cudd & Associates, 1120 Lincoln Street, Suite #1507, Denver, Colorado 80203, will pass upon certain legal matters in connection with the validity of the issuance of the shares of common stock.
EXPERTS
David T. Thomson, P.C., 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
OCTOBER 31, 2000
(Unaudited)
and
JUNE 30, 2000
HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-8
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Board of Directors and Stockholders
Han Logistics, Inc.
I have audited the balance sheets of Han Logistics, Inc. (a development stage Company) as of June 30, 2000 and December 31, 1999, and the related statements of operations, stockholders' equity and cash flows for the period from January 1, 2000 through June 30, 2000, inception (July 1, 1999) through December 31, 1999 and inception (July 1, 1999) through October 31, 2000. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my 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 June 30, 2000 and December 31, 1999, and the results of its operations and its cash flows for the period from January 1, 2000 through June 30, 2000, inception (July 1, 1999) through December 31, 1999 and inception (July 1, 1999) through October 31, 2000, in conformity with generally accepted accounting principles.
As discussed in Note 3, the company has been in the development stage since its inception on July 1, 1999. Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
/s/ David T. Thompson, P.C.
---------------------------
David T. Thompson, P.C.
Salt Lake City, Utah
August 29, 2000
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HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
OCTOBER 31, 2000
(Unaudited)
and
JUNE 30, 2000 AND DECEMBER 31, 1999
(See Independent Auditors' Report)
ASSETS
October 31, June 30, December 31,
2000 2000 1999
----------------- ----------------- ------------------
(Unaudited)
CURRENT ASSETS:
Cash $ 4,496 $ 8,446 $ 10,681
Deferred offering costs 26,100 25,150 24,000
----------------- ----------------- ----------------
Total Current Assets 30,596 33,596 34,681
----------------- ----------------- ----------------
TOTAL ASSETS $ 30,596 $ 33,596 $ 34,681
================= ================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable $ 7,727 $ 10,000 $ 10,000
Accounts payable - - -
Accrued expenses 167 607 107
----------------- ----------------- ----------------
Total Current Liabilities 7,894 10,607 10,107
----------------- ----------------- ----------------
STOCKHOLDERS' EQUITY:
Capital stock, $.001 par value; 50,000,000 shares authorized;
2,000,000 shares issued and outstanding all dates 2,000 2,000 2,000
Additional paid-in capital 25,000 25,000 25,000
Deficit accumulated during the development stage (4,298) (4,011) (2,426)
----------------- ----------------- ----------------
Total Stockholders' Equity 22,702 22,989 24,574
----------------- ----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 30,596 $ 33,596 $ 34,681
================= ================= ================
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HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(See Independent Auditors' Report)
July 1, January 1,
2000 2000 Inception Inception
Through Through Through Through
October 31, June 30, December 31, October 31,
2000 2000 1999 2000
------------ ------------ ------------ ---------------
(Unaudited) (Unaudited)
SALES, Net of Returns, Allowances and Discounts $ - $ - $ - $ -
COST OF SALES - - - -
------------ ------------ ------------ ---------------
Gross margin - - - -
------------ ------------ ------------ ---------------
EXPENSES:
General and administrative expenses - 1,085 2,319 3,404
------------ ------------ ------------ ---------------
TOTAL OPERATING EXPENSES - 1,085 2,319 3,404
------------ ------------ ------------ ---------------
Net (loss) before other items - (1,085) (2,319) (3,404)
OTHER INCOME
Interest expense (287) (500) (107) (894)
------------ ------------ ------------ ---------------
NET (LOSS) BEFORE TAXES (287) (1,585) (2,426) (4,298)
PROVISIONS FOR INCOME TAXES - - - -
------------ ------------ ------------ ---------------
NET (LOSS) $ (287) $ (1,585) $ (2,426) $ (4,298)
============ ============ ============ ===============
EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 2,000,000 2,000,000 2,000,000 2,000,000
============ ============ ============ ===============
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HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FROM INCEPTION (JULY 1, 1999) TO OCTOBER 31, 2000
(See Independent Auditors' Report)
Deficit
Accumulated
Additional During the
Capital Stock Paid-in Development
-------------------------------
Shares Amount Capital Stage Total
-------------- -------------- -------------- --------------- -------------
BALANCE, July 1, 1999 - $ - $ - $ - $ -
Common stock issued for cash 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 six months ended June 30, 2000 - - - (1,585) (1,585)
-------------- -------------- -------------- --------------- -------------
BALANCE, June 30, 2000 2,000,000 2,000 25,000 (4,011) 22,989
Net loss for the four months ended
October 31, 2000 (Unaudited) - - - (287) (287)
-------------- -------------- -------------- --------------- -------------
BALANCE, October 31, 2000 (Unaudited) 2,000,000 $ 2,000 $ 25,000 $ (4,298) $ 22,702
============== ============== ============= =========== =============
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HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(See Independent Auditors' Report)
July 1, January 1,
2000 2000 Inception Inception
Through Through Through Through
October 31, June 30, December 31, October 31,
2000 2000 1999 2000
----------- ---------- ------------ -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (287) $ (1,585) $ (2,426) $ (4,298)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses (440) 500 107 167
----------- ---------- ------------ -----------
Net cash provided by operating activities (727) (1,085) (2,319) (4,131)
----------- ---------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES: - - - -
----------- ---------- ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable (2,273) - 10,000 7,727
Increase in deferred offering costs (950) (1,150) (24,000) (26,100)
Proceeds from issuance of common stock - - 27,000 27,000
----------- ---------- ------------ -----------
Net cash provided by financing activities (3,223) (1,150) 13,000 8,627
----------- ---------- ------------ -----------
Net Increase (decrease) in cash (3,950) (2,235) 10,681 4,496
CASH AT BEGINNING PERIOD 8,446 10,681 - -
----------- ---------- ------------ -----------
CASH AT END OF PERIOD $ 4,496 $ 8,446 $ 10,681 $ 4,496
=========== ========== ============ ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes $ - $ - $ - $ -
=========== ========== ============ ===========
Cash paid for interest expense $ 727 $ - $ - $ 727
=========== ========== ============ ===========
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HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Information subsequent to June 30, 2000 is unaudited)
NOTE 1 - THE COMPANY
Han Logistics, Inc. (the Company) was founded on July 1, 1999 and was organized to engaged in the business of providing logistics services and other general business services. The Company's office is located in Reno, Nevada. The Company sells its services nationally and internationally.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Han Logistics, Inc.(the Company) is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Accounting method - The Company's financial statements are prepared using the accrual method of accounting.
Earnings (Loss) Per Share - The Company adopted Statement of Financial Accounting Standard No. 128, "Earnings per Share"("SFAS No. 128"), which is effective for annual periods ending after December 15, 1997.
Earnings (loss) per share are computed based on the weighted average number of shares actually outstanding as follows:
January
1, 2000 Inception Inception
Through Through Through
June 30, December 31, June 30,
2000 1999 2000
--------- ------------ ---------
Weighted number of common
Shares used 2,000,000 2,000,000 2,000,000
========= ============ =========
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No changes in the computations of diluted earnings per share amounts are presented since there were no capital stock transactions that would serve to dilute common shares.
Income Taxes - Han Logistics, Inc. uses the liability approach to financial accounting and reporting for income taxes. The differences between the financial statement and tax bases of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax asset accounts to the amounts that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax asset and liability accounts. Due to the fact that there was no taxable income at October 31, and June 30, 2000 and December 31, 1999, no provision for income taxes has been made.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturities of three months or less to be cash equivalents
HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Information subsequent to June 30, 2000 is unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Use of Estimates - The preparation of financial statements in conformity with 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.
Comprehensive Income - The Company adopted Statement of Financial Accounting Standard No. 130, "Comprehensive Income" ("SFAS No. 130"), which is effective for annual periods ending after December 15, 1997. As provided by SFAS No. 130, reclassification adjustments to prior year amounts are reported in a separate statement of comprehensive income along with current year components of comprehensive income. For all periods presented in these financial statements, comprehensive income (loss) was equal to net income(loss), therefore, no separate statement has been presented.
Unaudited Interim Information - In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal adjustments, necessary to present fairly, the financial position of The Company at October 31, 2000 and the results of operations and cash flows for the four months then ended. The results of operations and cash flows for the four months ended October 31, 2000 should not necessarily be taken as indicative of the results of operations and cash flows for the entire year ended December 31, 2000.
NOTE 3 - DEVELOPMENT STAGE COMPANY - GOING CONCERN BASIS
The Company is a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It has yet to commence full-scale operations. From inception through the date of these financial statements, the Company did not have any revenues or earnings. At October 31, 2000, the Company had $30,596 in assets and $7,894 in liabilities.
The Company has not yet generated significant revenue and has begun to fund its operations through the issuance of equity. Accordingly, 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 funding will be obtained on terms favorable to or affordable by the Company. The Company's management is exploring several funding options and expects to raise additional capital through private placements to continue to develop the Company's operations around its business plan. Ultimately, however, the Company will need to achieve profitable operations in order to continue as a going concern.
NOTE 4 - NOTES PAYABLE
An officer and director has loaned the company $10,000. The note payable accrues interest at a rate of 10% per annum and is due and payable upon demand. Demand shall be made if the offering is successful. At October 31, 2000, the note payable balance was $7,727 due to an interest and principle payment made against the loan and accrued interest.
HAN LOGISTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Information subsequent to June 30, 2000 is unaudited)
NOTE 5 - STOCKHOLDERS' EQUITY
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 a cash consideration of $27,000.
The Board of Directors has authorized a stock issuance totaling a minimum of 50,000 to a maximum of 250,000 shares of its common stock at $1.00 per share. The offering will be filed under the Securities Act of 1933 or an exemption under the Act.
Deferred offering costs have been paid totaling $26,100. If the current offering is successful, the costs will be offset against any gross proceeds received. Otherwise, the costs will be written off to expense in the year the offering is unsuccessful or terminated.
NOTE 6 - INCOME TAXES
At December 31, 1999, the Company had a Federal net operating loss (NOL) of $1,525, which can be carried forward to offset operating income . The NOL will expire in 2019. The Company also has a tax benefit of $135, which was due to the Company amortizing organization costs for tax purposes and fully expensing such costs for financial statement purposes. A valuation allowance of $364 for 1999 has been established for those tax credits and benefits, which are not expected to be realized at this time. The Company had an interim tax loss for the ten months ended October 31, 2000 of $2,039 with a deferred tax benefit at that date of $110 and a NOL of $3,564 of which $1,525 expires in 2019 and the rest in 2020. The valuation allowance at October 31, 2000 was $645 for tax credits and benefits.
NOTE 7 - RELATED PARTY TRANSACTION
The Company currently utilizes office space on a rent-free basis from a major stockholder of the Company until revenue producing operations commence. Management has deemed the rent-free office space to be of a nominal value.
(OUTSIDE BACK COVER PAGE OF PROSPECTUS)
TABLE OF CONTENTS HAN LOGISTICS, INC.
Item Page
PROSPECTUS SUMMARY................................. 2
Han Logistics.................................... 2
Selected Financial Information................... 2 250,000 Shares of
Common Stock
RISK FACTORS....................................... 2 __________________
Risk Factors Related to Han Logistics.............. 3
1. We Are a Development-Stage Company
with No Prior Business Operations.................. 3
2. We Have Realized No Revenue or
Earnings and Have Limited Assets................... 3
3. We Need Additional Capital; Our
Auditor Has Expressed a Going Concern
Qualification...................................... 3
4. We Have No Customer Base and
Limited Services................................... 4
5. We Are Dependent upon Management
Whose Experience and/or Time
Commitment Is Limited.............................. 4
6. Our Business Plan Is Speculative............... 4
7. The Logistical Services Business Is
Subject to Rapid Technological Change.............. 5
8. We Have No Marketing Organization
and Our Marketing Capability Is Limited............ 5
9. We Will Be Subject to Intense
Competition and at a Competitive
Disadvantage....................................... 5
10. We May Encounter Unforeseen Costs
in the Logistics Services Business................. 5
11. Han Logistics' President/Owner Will
Continue to Control the Company.................... 6
12. Our Management May Be Subject to
Conflicts of Interest.............................. 6
13. There Is No Public Market for Our
Common Stock....................................... 6
14. Proceeds of Offering May be
Inadequate......................................... 7
15. No Secondary Trading Exemption................ 7
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DETERMINATION OF OFFERING PRICE
AND ADDITIONAL INFORMATION......................... 7
DILUTION........................................... 8
USE OF PROCEEDS.................................... 9
PROPOSED BUSINESS.................................. 11
General.......................................... 11
Proposed Services................................ 11
Strategy......................................... 13
Marketing........................................ 13
Competition...................................... 15
Employees and Consultants........................ 16
Facilities....................................... 17
Legal Proceedings................................ 17
PLAN OF OPERATION.................................. 18
MANAGEMENT......................................... 18
Executive Officers and Directors................. 18
General.......................................... 19
Family Relationships............................. 19
Business Experience.............................. 19
Executive Compensation........................... 20
Compensation of Directors........................ 21
Employment Agreements............................ 21
Indemnification.................................. 21
Conflicts of Interest............................ 21
PRINCIPAL SHAREHOLDERS............................. 22
CERTAIN TRANSACTIONS............................... 23
PLAN OF OFFERING................................... 23
DESCRIPTION OF SECURITIES.......................... 24
Description of Capital Stock....................... 24 ________________
Description of Common Stock........................ 24
Transfer Agent..................................... 24 PROSPECTUS
________________
LEGAL MATTERS...................................... 25
EXPERTS............................................ 25
FINANCIAL STATEMENTS............................... F-1
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Until _____________, 2001 (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's 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.
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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 7/1/99 $27,000 in cash 2,000,000
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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 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 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 Cudd & Associates.
(10.1)* Promissory Note dated November 11, 1999.
(10.2)* Fund Escrow Agreement.
(23.1)* Consent of David T. Thomson, P.C., independent auditor.
(23.2) Consent of Cudd & Associates (included in Exhibit (11) hereto).
------------------
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*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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Reno, State of Nevada, on November 21, 2000.
Date: January 8, 2001 HAN LOGISTICS, INC.
(Registrant)
By: /s/ Amee Han
-------------------------------------
Amee Han, President and Treasurer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amee Han and Kathleen M. Kennedy, or either one of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.
Date: January 8, 2001 /s/ Amee Han
------------------------------------------
Amee Han, President, Treasurer and
Director (Principal Executive Officer)
Date: January 8, 2001 /s/ Kathleen M. Kennedy
------------------------------------------------
Kathleen M. Kennedy, Vice President,
Secretary and Director
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EXHIBIT INDEX
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.
(6) Opinion and Consent of Cudd & Associates.
(10.1)* Promissory Note dated November 11, 1999.
(10.2)* Fund Escrow Agreement.
(23.1)* Consent of David T. Thomson, P.C., independent auditor.
(23.2) Consent of Cudd & Associates (included in Exhibit (11) hereto).
------------------
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*Filed herewith.
9 Filing Fee Receipt #
Articles of Incorporation
(PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: Han Logistics, Inc.
2. RESIDENT AGENT: (designated resident agent and his, her or its STREET ADDRESS in Nevada where process may be served)
Name of Resident Agent: Amee Han
Street Address: 2475 Robb Drive, #125, Reno, Nevada 89523
3. SHARES: (number of shares the corporation is authorized to issue) Number of shares with par value: 50,000,000 shares of common stock Par value: $.001 Number of shares without par value: None.
The FIRST BOARD OF DIRECTORS shall consist of two members and the names and addresses are as follows (attach additional pages if necessary):
Amee Han 2475 Robb Drive, #125, Reno, Nevada 89523
Kathleen M. Kennedy 465 Len Circle, Reno, Nevada 89511
5. PURPOSE (optional--see reverse side): The purpose of the corporation shall be: To transact all lawful business for which corporations may be incorporated pursuant to the laws of the State of Nevada.
6. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate. If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached 5 ----
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles: (Signatures must be notarized.) (Attach additional pages if there are more than two incorporators.)
Amee Han
------------------------------- ------------------------------------
Name (print)
2475 Robb Drive, #125, Reno, Nevada
89523
------------------------------- ------------------------------------
Address City/State/Zip
/s/ Amee Han
------------------------------- ------------------------------------
Signature Amee Han
State of County of State of Nevada County of Washoe
---- -----
This instrument was acknowledged This instrument was acknowledged
before me on _________, 2000, by before me on January __, 2000, by
/s/ Amee Han
------------------------------- ------------------------------------
Name of Person Amee Han
as incorporator as incorporator of
of Han Logistics, Inc.
---------------------------- ------------------------------------
(name of party on behalf of
whom instrument was executed)
/s/ Koreen A. Graciano
------------------------------- ------------------------------------
Notary Public Signature Notary Public Signature
(affix notary stamp or seal) (affix notary stamp or seal)
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8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
The undersigned, Amee Han, hereby accepts appointment as Resident Agent for the above named corporation.
/s/ Amee Han 6-29-99 ----------------------------------------------------------- ---------------- Signature of Resident Agent Date |
9. The corporation shall have perpetual existence.
10. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the Bylaws of this corporation.
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of members present at any regular or special meeting at which a quorum shall be present unless the act of a greater number is required by the laws of the state of incorporation, these Articles or the Bylaws of the corporation.
(b) To make, alter, or amend the Bylaws of the corporation at any regular or special meeting.
(c) To fix the amount to be reserved as working capital over and above its capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.
(e) To designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided by resolution or in the Bylaws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the corporation, if in the usual and regular course of its business, upon such terms and conditions as the Board of Directors may determine without vote or consent of the shareholders.
The Board of Directors shall have power and authority to sell, lease, exchange or otherwise dispose of all or substantially all the property or assets of the corporation, including its goodwill, if not in the usual and regular course of its business, upon such terms and conditions as the Board of Directors may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a shareholders' meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
The Board of Directors shall have power and authority to merge or consolidate the corporation upon such terms and conditions as the Board of Directors may authorize, provided that such merger or consolidation is approved or ratified by the affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a shareholders meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall be dissolved upon the affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon the affirmative vote of the shareholders of at least a majority of the shares entitled to vote at a meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
11. The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and the same are in furtherance of and not in limitation of the powers conferred by law.
No contract or other transaction of the corporation with any other person, firm or corporation, or in which this corporation is interested, shall be affected or invalidated by (a) the fact that any one or more of the directors or officers of this corporation is interested in or is a director or officer of such other firm or corporation; or (b) the fact that any director or officer of this corporation, individually or jointly with others, may be a party to or may be interested in any such contract or transaction, so long as the contract or transaction is authorized, approved or ratified at a meeting of the Board of Directors by sufficient vote thereon by directors not interested therein, to whom such fact or relationship or interest has been disclosed, or the contract or transaction has been approved or ratified by vote or written consent of the shareholders entitled to vote, to whom such fact of relationship or interest has been disclosed, or so long as the contract or transaction is fair and reasonable to the corporation. Each person who may become a director or officer of the corporation is hereby relieved from any liability that might otherwise arise by reason of his contracting with the corporation for the benefit of himself or any firm or corporation in which he may be in any way interested.
The officers, directors and other members of management of this corporation shall be subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which this corporation has expressed an interest as determined from time to time by the corporation's Board of Directors as evidenced by resolutions appearing in the corporation's minutes. When such areas of interest are delineated, all such business opportunities within such areas of interest which come to the attention of the officers, directors and other members of management of this corporation shall be disclosed promptly to this corporation and made available to it. The Board of Directors may reject any business opportunity presented to it and thereafter any officer, director or other member of management may avail himself of such opportunity. Until such time as this corporation, through its Board of Directors, has designated an area of interest, the officers, directors and other members of management of this corporation shall be free to engage in such areas of interest on their own and the provisions hereof shall not limit the rights of any officer, director or other member of management of this corporation to continue a business existing prior to the time that such area of interest is designated by this corporation.
This provision shall not be construed to release any employee of the corporation (other than an officer, director or member of management) from any duties which he may have to the corporation.
12. Each director and each officer of the corporation shall be indemnified by the corporation as follows:
(a) The corporation shall 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 (other than 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), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner 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 or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner 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 reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall 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 judgment 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 attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the officer, director and employee or agent is proper in the circumstances, because he has met the applicable standard of conduct set forth in Section (a) or (b) of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized in Section (d) of this Article, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles of Incorporation, the Bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.
13. Whenever a compromise or arrangement is proposed by the corporation between it and its creditors or any class of them, and/or between said corporation and its shareholders or any class of them, any court of equitable jurisdiction may, on the application in a summary way by said corporation, or by a majority of its stock, or on the application of any receiver or receivers appointed for said corporation, or on the application of trustees in dissolution, order a meeting of the creditors or class of creditors and/or of the shareholders or class of shareholders of said corporation, as the case may be, to be notified in such manner as the said court decides. If a majority in number, representing at least three-fourths in amount of the creditors or class of creditors, and/or the holders of a majority of the stock or class of stock of said corporation, as the case may be, agree to any compromise or arrangement and/or to any reorganization of said corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and/or the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding upon all the creditors or class of creditors, and/or on all the shareholders or class of shareholders of said corporation, as the case may be, and also on said corporation.
14. No shareholder in the corporation shall have the preemptive right to subscribe to any or all additional issues of stock and/or other securities of any or all classes of this corporation or securities convertible into stock or carrying stock purchase warrants, options or privileges.
15. Meetings of shareholders may be held at any time and place as the Bylaws shall provide. At all meetings of the shareholders, a majority of all shares entitled to vote shall constitute a quorum.
16. Cumulative voting shall not be allowed.
17. These Articles of Incorporation may be amended by resolution of the Board of Directors if no shares have been issued, and if shares have been issued, by affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a meeting called for that purpose, or, when authorized, when such action is ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
18. Any action for which the laws of the State of Nevada require the approval of two-thirds of the shares of any class or series entitled to vote with respect thereto, unless otherwise provided in the Articles of Incorporation, shall require for approval the affirmative vote of a majority of the shares of any class or series outstanding and entitled to vote thereon.
19. No director shall be personally liable to the corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under the laws of the State of Nevada, and except for any matter in respect of which such director shall be liable by reason that he (i) has breached his duty of loyalty to the corporation or its shareholders, (ii) has not acted in good faith or, in failing to act, has not acted in good faith, (iii) has acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, has acted in a manner involving intentional misconduct or a knowing violation of law, or (iv) has derived an improper personal benefit. Neither the amendment nor repeal of this Article 19, nor the adoption of any provision of the Articles of Incorporation inconsistent with this Article 19, shall eliminate or reduce the effect of this Article 19 in respect of any matter occurring, or any cause of action, suite or claim that, but for this Article 19, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision.
BYLAWS
OF
HAN LOGISTICS, INC.
ARTICLE I
The registered office of Han Logistics, Inc. (the "Corporation"), shall be located in the State of Nevada. The Corporation may have its principal office and such other offices either within or without the State of Nevada as the Board of Directors of the Corporation (the "Board") may designate or as the business of the Corporation may require.
The registered office of the Corporation in the Articles of Incorporation (the "Articles") need not be identical with the principal office.
ARTICLE II
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held each year on a date and at a time and place to be determined by resolution of the Board, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders.
Section 2. Special Meetings. Special meetings of the shareholders for any purpose, unless otherwise provided for by statute, may be called by the president, the Board or by the president at the request of the holders of not less than one-tenth of all the shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board may designate any place, either within or without the State of Nevada, as the place of meeting for any annual or special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Nevada.
Section 4. Notice of Meeting. Written notice, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered as the laws of the State of Nevada shall provide.
Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a date (the "Record Date") for any such determination of shareholders, which date shall be not more than 50 days
prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no Record Date is fixed by the Board, the Record Date for any such purpose shall be ten days before the date of such meeting or action. The Record Date determined for the purpose of ascertaining the number of shareholders entitled to notice of or to vote at a meeting may not be less than ten days prior to the meeting. When a Record Date has been determined for the purpose of a meeting, the determination shall apply to any adjournment thereof.
Section 6. Quorum. If less than a quorum of the outstanding shares as provided for in the Articles are represented at a meeting, such meeting may be adjourned without further notice for a period which shall not exceed 60 days. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Once a quorum is present at a duly organized meeting, the shareholders present may continue to transact business until adjournment, notwithstanding any departures of shareholders during the meeting which leave less than a quorum.
Section 7. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be in such form as shall be required by the Board of Directors and as set forth in the notice of meeting and/or proxy or information statement concerning such meeting.
Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine as evidenced by a duly certified copy of either the bylaws or corporate resolution.
Neither treasury shares nor shares held by another corporation, if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.
Shares held by an administrator, executor, guardian or conservator may be voted by such fiduciary, either in person or by proxy, without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by a trustee without a transfer of the shares into such trust.
Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver, without the transfer thereof into the name of such receiver if authority so to do is contained in an appropriate order of the court by which the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred on the books of the Corporation into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 10. Action by Consent of all Shareholders. Any action required to be taken, or which may be taken at a meeting of the shareholders may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such shareholders.
Section 11. Inspectors. The Board may, in advance of any meeting of shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them.
ARTICLE III
Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall not be less than one. Each director shall hold office until the next annual meeting of shareholders and until a successor director has been elected and qualified, or until the death, resignation or removal of such director. Directors need not be residents of the State of Nevada or shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board shall be held, without other notice than this Bylaw, immediately after and at the same place as the annual meeting of shareholders. The Board may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings, without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board called by them.
Section 5. Telephonic Meetings. Members of the Board and committees thereof may participate and be deemed present at a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.
Section 6. Notice. Notice of any special meeting of the Board shall be given by telephone, telegraph or written notice sent by mail. Notice shall be delivered at least one day prior to the meeting (five days before the meeting if the meeting is held outside the State of Nevada) if given by telephone or telegram or if delivered personally. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered by the telegraph company. Written notice may be delivered by mail to each director at such director's business or home address and, if mailed, shall be delivered at least five days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the total membership of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if a quorum shall not be present at any meeting or adjournment thereof, a majority of the directors present may adjourn the meeting without further notice.
Section 8. Action by Consent of All Directors. Any action required to be taken, or which may be taken at a meeting of the Board may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such directors at a meeting of directors at which a quorum is present.
Section 9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be an act of the Board.
The order of business at any regular or special meeting of the Board shall be:
1. Record of those present.
2. Secretary's proof of notice of meeting, if notice is not waived.
3. Reading and disposal of unapproved minutes, if any.
4. Reports of officers, if any.
5. Unfinished business, if any.
6. New business.
7. Adjournment.
Section 10. Vacancies. Any vacancy occurring in the Board by reason of an increase in the number specified in these Bylaws, or for any other reason, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board may remain at the time such meeting considering filling such vacancies is held.
Section 11. Compensation. By resolution of the Board, the directors may be paid their expenses, if any, for attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board and a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor or from receiving compensation for any extraordinary or unusual services as a director.
Section 12. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting, filed in writing with the person acting as the secretary of the meeting before the adjournment thereof or forwarded by registered mail to the Secretary of the Corporation immediately after the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 13. Executive or Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have all of the authority of the Board, but no such committee shall have the authority of the Board in reference to amending the Articles, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
Any action required to be taken, or which may be taken at a meeting of a committee designated in accordance with this Section of the Bylaws, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all those entitled to vote with respect to the subject matter thereof. Such written consent or consents shall be filed with the minutes of the Corporation. Such action by written consent of all entitled to vote shall have the same force and effect as a unanimous vote of such persons.
Section 14. Resignation of Officers or Directors. Any director or officer may resign at any time by submitting a resignation in writing. Such resignation
takes effect from the time of its receipt by the Corporation unless a date or time is fixed in the resignation, in which case it will take effect from that time. Acceptance of the resignation shall not be required to make it effective.
Section 15. Notice Requirements for Director Nominations. Any nomination for election to the Board of Directors by the stockholders otherwise than pursuant to Board resolution must be submitted to the Corporation's secretary no later than 25 days and no more than 60 days prior to the meeting of stockholders at which such nominations are to be submitted. In the event notice of the meeting at which such nomination is desired to be submitted is not mailed or otherwise sent to the stockholders of the Corporation at least 30 days prior to the meeting, the Corporation must receive the notice of intent to nominate no later than seven days after notice of the meeting is mailed or sent to the stockholders by the Corporation. Notices to the Corporation's Secretary of intent to nominate a candidate for election as a director must give the name, age, business address and principal occupation of such nominee and the number of shares of stock of the Corporation held by such nominee within seven days after filing of the notice, a signed and completed questionnaire relating to the proposed nominee (which questionnaire will be supplied by the Corporation to the person submitting the notice) must be filed with the Secretary of the Corporation. Unless this notice procedure is followed, the chairman of a stockholders' meeting may declare the nomination defective and it may be disregarded.
ARTICLE IV
Section 2. Election and Term of Office. The executive officers of the Corporation, to be elected by the Board, shall be elected annually by the Board at its first meeting held after each annual meeting of the shareholders or at a convenient time soon thereafter. Each executive officer shall hold office until the resignation of such officer or until a successor shall be duly elected and qualified, until the death of such executive officer, or until removal of such officer in the manner herein provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any executive office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.
Section 5. The Chairman of the Board. If a Chairman of the Board (the
"Chairman") shall be elected by the Board, the Chairman shall preside at all
meetings of the shareholders and of the Board. The Chairman may sign, with the
officers authorized by the Chief Executive Officer or the Board, certificates
for the shares of the Corporation and shall perform such other duties as from
time to time are assigned by the Chief Executive Officer or the Board. The
Chairman of the Board may be elected as the Chief Executive Officer, in which
case the Chairman shall perform the duties hereinafter set forth in Article IV,
Section 7, of these Bylaws.
Section 6. The President. The President may sign, with the officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time are assigned by the Chief Executive Officer or the Board. The President may be elected as the Chief Executive Officer of the Corporation, in which case, the President shall perform the duties hereinafter set forth in Article IV, Section 7, of these Bylaws.
Section 7. The Chief Executive Officer. If no Chairman shall be elected by the Board, the President shall be the Chief Executive Officer of the Corporation. If a Chairman is elected by the Board, the Board shall designate, as between the Chairman and the President, who shall be the Chief Executive Officer. The Chief Executive Officer shall be, subject to the control of the Board, in general charge of the affairs of the Corporation. The Chief Executive Officer may sign, with the other officers of the Corporation authorized by the Board, deeds, mortgages, bonds, contracts or other instruments whose execution the Board has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.
Section 8. The Vice Chairman of the Board. If a Chairman shall be elected by the Board, the Board may also elect a Vice Chairman of the Board (the "Vice Chairman"). In the absence of the Chairman or in the event of the death or inability or refusal to act of the Chairman, the Vice Chairman shall perform the duties of the Chairman and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or the Board.
Section 9. The Vice President. In the absence of the President or in the event of the death or inability or refusal to act of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and, when so acting, shall have all the powers of and shall be subject to all the restrictions upon the President. Any Vice President may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or the Board.
Section 10. The Secretary. Unless the Board otherwise directs, the Secretary shall keep the minutes of the shareholders' and directors' meetings in one or more books provided for that purpose. The Secretary shall also see that all notices are duly given in accordance with the law and the provisions of the Bylaws; be custodian of the corporate records and the seal of the Corporation; affix the seal or direct its affixation to all documents, the execution of which on behalf of the Corporation is duly authorized; keep a list of the address of each shareholder; sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation; have charge of the stock transfer books of the Corporation and perform all duties incident to the office of Secretary and such other duties as may be assigned by the Chief Executive Officer or by the Board.
Section 10. The Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws. The Treasurer may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation and shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chief Executive Officer or the Board.
Section 11. Assistant Officers. The Chief Executive Officer may appoint such other officers and agents as may be necessary or desirable for the business of the Corporation. Such other officers shall include one or more assistant secretaries and treasurers who shall have the power and authority to act in place of the officer for whom they are elected or appointed as an assistant in the event of the officer's inability or unavailability to act in his official capacity. The assistant secretary or secretaries or assistant treasurer or treasurers may sign, with the other officers authorized by the Chief Executive Officer or the Board, certificates for shares of the Corporation. The assistant treasurer or treasurers shall, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the Board.
Section 12. Salaries. The salaries of the executive officers shall be fixed by the Board and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation. The salaries of the administrative assistant officers shall be fixed by the Chief Executive Officer.
ARTICLE V
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
ARTICLE VI
A Certificate signed or impressed with the facsimile signature of an officer, who ceases by death, resignation or otherwise to be an officer of the Corporation before the Certificate is delivered by the Corporation, is valid though signed by a duly elected, qualified and authorized officer, provided that such Certificate is countersigned by the signature of the transfer agent or facsimile signature of the transfer agent of the Corporation and registered as aforesaid.
All Certificates shall be consecutively numbered or otherwise identified. Certificates shall state the jurisdiction in which the Corporation is organized, the name of the person to whom the Securities are issued, the designation of the series, if any, and the par value of each share represented by the Certificate, or a statement that the shares are without par value. The name and address of the person to whom the Securities represented hereby are issued, the number of Securities, and date of issue, shall be entered on the Security transfer books of the Corporation. All Certificates surrendered to the Corporation for transfer shall be cancelled and no new Certificate shall be issued until the former Certificate for a like number of shares shall have been surrendered and cancelled, except that, in case of a lost, destroyed or mutilated Certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.
Section 2. Transfer of Securities. Transfers of Securities shall be made only on the security transfer books of the Corporation by the holder of record thereof, by the legal representative of the holder who shall furnish proper evidence of authority to transfer, or by an attorney authorized by a power of attorney which was duly executed and filed with the Secretary of the Corporation and a surrender for cancellation of the certificate for such shares. The person in whose name Securities stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
ARTICLE VIII
ARTICLE IX
ARTICLE X
ARTICLE XI
partnership, joint venture, trust or other enterprise to the fullest extent permitted by the laws of the State of Nevada.
ARTICLE XII
ARTICLE XIII
Certified to be the
Bylaws of HAN
LOGISTICS, INC.
By: /s/ Kathleen M. Kennedy
-------------------------------
Kathleen M. Kennedy, Secretary
|
Exhibit 4
NUMBER SHARES
| | COLORADO | |
{GRAPHIC OMITTED}
HAN LOGISTICS, INC.
Common Stock - Authorized 50,000,000 shares
SHARES ARE WITH $.001 PAR VALUE
This certifies that ___________________________________________ is the owner of ________________________________shares of the capital stock of
Full Paid and non-assessable transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed.
this ____________ day of ________________ AD. 19________
_______________________________ {SEAL} ________________________________ Kathleen M. Kennedy Secretary Amee Han President
PROMISSORY NOTE
Reno, Nevada
$10,000.00 November 11, 1999
FOR VALUE RECEIVED, the undersigned, Han Logistics, Inc., a Nevada corporation (hereinafter referred to as the "Maker"), with its address at 2220 West 7th Street, Reno, Nevada 89503, agrees and promises to pay to the order of Amee Han (hereinafter referred to as the "Holder"), at 2220 West 7th Street, Reno, Nevada 89503,, or such other place as the Holder may designate in writing, in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, the principal sum of ten thousand dollars ($10,000.00), together with interest thereon at the rate of ten per cent (10%) per annum, from the date hereof until maturity, as hereinafter provided. The principal balance of this Promissory Note (hereinafter referred to as the "Note"), together with all interest then accrued and unpaid, shall be due and payable on demand.
The Maker may prepay any part or all of this Note at any time without penalty. Each payment or pre-payment made by the Maker hereunder shall be applied first to the payment or pre-payment of accrued and unpaid interest, if any, due on the unpaid principal balance of this Note and the remainder of each payment or pre-payment made by the Maker shall be applied to the reduction of the unpaid principal balance hereof.
If default is made in the payment of this Note, as and when the same is or becomes due, the Holder may, after notice and failure to cure as hereinafter provided, without additional notice or demand, declare the entire unpaid principal balance hereof and accrued and unpaid interest, if any, at once due and payable.
Except as otherwise specifically set out herein, the Maker waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of acceleration of the indebtedness due hereunder, bringing of suit and diligence in taking any action to collect amounts called for hereunder, and agrees that the time of payments hereof may be extended without notice at any time and from time-to-time, and for periods of time for a term or terms in excess of the original term without notice or consideration to, or consent from, the Maker, without same constituting a waiver of the Holder's rights under this Note.
If payment hereunder is not made when due or in the event of default in any other covenant, condition or promise under this Note, the Holder may at its election accelerate this Note. From and after the date of such default, the principal sum and all interest then accrued shall bear interest at the rate of twenty-four per cent (24%) per annum until paid.
If the entire outstanding principal balance becomes due, the Maker agrees to pay the Holder's reasonable costs (including reasonable attorney's fees and court costs) in collecting on this Note, including the reasonable costs of obtaining and enforcing a judgment for any balance due on this Note.
This Note has been executed in the City identified in the heading and delivered to the Holder at the address stated herein. It is to be performed, in whole or in part, in the State of Utah, and the laws of such state shall govern the validity, construction, enforcement and interpretation of this Note. Jurisdiction and venue for any action hereunder shall be in the County of the City identified in the heading.
The Maker represents that it is duly authorized and empowered to enter into, deliver, perform and be fully bound by all of the terms, provisions and conditions of this Note. The Maker also represents that the making and delivery of this Note, and the performance of any agreement or instrument made in connection herewith, does not conflict with or violate any other agreement to which the Maker is a party.
No provision of this Note shall require the payment or permit the collection of interest in excess of the maximum permitted by law, and in the event of any such excess, neither the Maker nor its successors or assigns shall be obligated to pay any such excess to the extent that it is more than the amount permitted by law. If an excess amount is received, charged, collected or applied as interest, it shall automatically be made so as to reduce the rate to that permitted by law and any excess interest then received, charged or collected shall be applied to reduce the amount of any collateral to which the Holder is entitled.
In the event that any word, phrase, clause, sentence or other provision hereof shall violate any applicable statute, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.
IN WITNESS HEREOF, this Note is executed on the date and year above written.
HAN LOGISTICS, INC.
By: /s/ Amee Han
-----------------------
Amee Han, President
|
FUND ESCROW AGREEMENT
THIS AGREEMENT is made and entered into this 10th day of October, 2000, by and between HAN LOGISTICS, INC., a Nevada corporation, 2475 Robb Drive, Suite #125, Reno, Nevada 89523 (the "Company"), and FIRSTBANK OF LITTLETON, 101 West County Line Road, Littleton, Colorado 80126 (the "Escrow Agent").
WHEREAS, the Company desires to make an offering to the public of $250,000 worth of shares of the Company's common stock, $.001 par value per share (the "Common Stock"), at $1.00 per share, on a $50,000 "best efforts, all-or-none" basis and an additional $250,000 worth of shares of Common Stock on a best efforts only basis, under an arrangement whereby all shares of Common Stock are to be offered to the public through the executive officers and directors of Company, in an offering conducted pursuant to a Registration Statement on Form SB-2 filed with the U.S. Securities and Exchange Commission under Section 5 of the Securities Act of 1933, as amended, and the "blue sky" laws of certain states (the "Public Offering"); and
WHEREAS, the parties wish to enter into an agreement pursuant to which the gross proceeds from the first $50,000 worth of shares of Common Stock sold in the Public Offering would be impounded in escrow, which gross proceeds may be released to the Company only in the event of the sale of a minimum of $50,000 worth of shares of Common Stock within the time set forth herein and, otherwise, the escrowed gross proceeds are to be returned by the Escrow Agent to the subscribers without deduction for commissions or expenses and without interest thereon; and
WHEREAS, the Company and the Escrow Agent desire to enter into an agreement with respect to the above-described escrow;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, IT IS HEREBY AGREED as follows:
1. The Company shall deliver to the Escrow Agent, by noon of the next business day following receipt thereof, all proceeds from the sale of the first $50,000 worth of shares of Common Stock sold in the Public Offering, together with a written account of the sales setting forth, among other things, the names and addresses of the subscribers, the number of shares of Common Stock purchased by each, the amount paid therefor, the date of the sale and whether the consideration received was in the form of cash or evidenced by a check.
2. All money delivered to the Escrow Agent pursuant hereto shall be deposited immediately by the Escrow Agent into a separate non-interest bearing account described as the "Han Logistics, Inc. FirstBank of Littleton Escrow Account" (the "Escrow Account") and shall be made payable to "FirstBank - Escrow Agent." The Escrow Account shall be created and maintained pursuant to the rules and regulations of the Escrow Agent pertaining to such accounts, including the FirstBank Deposit Account Agreement.
3. During the Escrow Period (as hereinafter defined), none of the amounts deposited in the Escrow Account shall become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity, and, except as expressly provided herein with respect to payments by the Escrow Agent to the Company, the Escrow Agent shall make or permit no disbursement from the Escrow Account. The Escrow Agent shall not be required to make any disbursement until all funds deposited are collected and paid.
4. The Escrow Period shall begin on the date of the Prospectus (the "Prospectus") and shall terminate on the first to occur of the following dates:
A. Ninety (90) days after the date of the Prospectus. The termination date in the preceding sentence may be extended for a period of ninety (90) days at the election of the Company, with a copy of such notice of extension provided to the Escrow Agent.
B. The date upon which gross proceeds of $50,000 from the sale of shares of Common Stock have been deposited with the Escrow Agent and are collected and paid. This period may be extended until up to the total of $250,000 worth of shares of Common Stock has been sold at the election of the Company, but not beyond the date provided in paragraph 4.A. above.
C. At the election of the Company with a copy of such notice of termination provided to the Escrow Agent.
5. In the event that the Escrow Period terminates pursuant to paragraph
4.A. or 4.C. above, the Escrow Agent, as promptly as possible, but in no event
later than ten (10) business days after such termination and on the basis of its
records, shall return to each of the subscribers the amount paid by them for the
purchase of the shares of Common Stock collected by the Escrow Agent, without
interest or deduction. Each amount paid or payable to each subscriber pursuant
to this paragraph shall be deemed to be the property of each subscriber, free
and clear of any or all claims of the Company or of any of its creditors, and
the respective agreements to purchase the shares of Common Stock made with
respect to the Public Offering shall thereupon be deemed to be canceled without
any further liability of said subscribers to pay for the shares of Common Stock
purchased. The Escrow Agent shall be required to make such payment only to the
person named in the written account of each sale to be furnished by the Company
pursuant to paragraph 1 hereof at the address given in such written account.
With regard to any funds payable to subscribers which the Escrow Agent cannot
disburse to said subscribers because the address given in the written account is
defective or which the Escrow Agent cannot, for any other reason, disburse to
said subscribers, the Escrow Agent shall at its option and sole discretion
either: (a) deposit said funds with the Clerk of the District Court of the
County of Arapahoe, State of Colorado, and interplead the parties hereto, or (b)
pay said funds to the Company at its principal place of business at 2475 Robb
Drive, Suite #125, Reno, Nevada, 89523, no later than thirty (30) calendar days
after the termination of the Escrow Period. Upon so depositing such funds and
filing its complaint in interpleader under subparagraph (a) of this paragraph 5
or upon making payment to the Company under subparagraph (b) of this paragraph
5, the Escrow Agent shall be completely discharged and released from all further liability under the terms hereof. If the Escrow Agent elects to invoke subparagraph (a) of this paragraph 5, the parties hereto, for themselves, their heirs, successors and assigns, do hereby submit themselves to the jurisdiction of said Court and do hereby appoint the Clerk of said Court as their agent for service of all process in connection with the proceeding mentioned in this paragraph. The Escrow Agent shall be entitled to recover from the interpled funds all attorneys' fees and costs associated with the interpleader action.
6. In the event the Escrow Period terminates pursuant to paragraph 4.B., the Escrow Agent shall pay over to the Company all funds in the Escrow Account without interest thereon or deduction therefrom as promptly as possible, but in no event later than ten (10) business days after such termination and on the basis of its records, in accordance with written instructions to the Escrow Agent, which shall specify the date, time and place of delivery of the proceeds and the amount of the proceeds to be paid to the Company. At such time as the Escrow Agent shall have made the payments and remittances provided for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further liabilities and responsibilities hereunder.
7. The Company shall give the Escrow Agent notice of the date upon which the Public Offering will commence.
8. The Escrow Agent, in its actions pursuant to this Agreement, shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder to the Company, or to any other party, except as expressly set forth herein. This Agreement is made between the signatory parties only.
9. The Escrow Agent shall have no obligation to invest any of the deposited funds or to pay interest thereon.
10. The Escrow Agent shall not issue any certificate of deposit, stock certificate, or any other instrument or document representing any interest in the deposited funds. The Escrow Agent shall not be responsible for fees in conjunction with the issuance or transfer of the shares of Common Stock.
11. The Company shall provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement, and the Escrow Agent may rely upon any such information provided. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability for any claims, damages, losses, costs, or expenses, except for willful misconduct or gross negligence, and it shall, accordingly, not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including the written notices provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine.
12. The Company shall indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, costs of investigation and attorneys' fees and disbursements which may be imposed upon the Escrow Agent or incurred by the Escrow Agent hereunder in the performance of its duties hereunder, including any litigation arising from this Agreement, whether arising from any interpleader action under paragraph 5(a) or 13(a), or from any other suit or court proceeding arising in any other way from the Agreement or involving the subject matter hereof.
13. If at any time a dispute shall exist as to the duties of the Escrow Agent or the terms hereof, or if the Escrow Agent fails to receive the instructions required in paragraph 6 within fifteen (15) days after the termination of the Escrow Period under paragraph 4, the Escrow Agent may, in its sole discretion, either: (a) deposit said funds with the Clerk of the District Court of the County of Arapahoe, State of Colorado and may interplead the parties hereto, or (b) pay said funds to the Company at its principal place of business at 2475 Robb Drive, Suite #125, Reno, Nevada 89523. The parties hereto, for themselves, their heirs, successors and assigns, do hereby submit themselves to the jurisdiction of said Court and do hereby appoint the Clerk of said Court as their agent for service of all process in connection with the proceeding mentioned in this paragraph. The Escrow Agent shall be entitled to recover from the interpled funds all attorneys' fees and costs associated with the interpleader action.
14. The Escrow Agent is hereby expressly authorized and directed to disregard any and all notices or warnings given by the Company, other than those notices and warnings specifically called for in the Agreement, or by any other person or corporation, excepting only orders or process of court, and is hereby expressly authorized to comply with and obey any and all orders, judgments, or decrees of any court, and in case the Escrow Agent obeys or complies with any such order, judgment, or decree of any court, it shall not be liable to the Company or to any other person, firm, or corporation by reason of such compliance, notwithstanding that any such order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated, or found to have been entered without jurisdiction.
15. The Escrow Agent shall be paid by the Company a non-refundable fee of $1,000 upon the execution of this Agreement. In the event that this Agreement is terminated in such a manner as to cause funds to be returned to the original investors, the Company agrees to pay the Escrow Agent an additional fee of $5.00 per returned check to investors.
16. This Agreement constitutes an integrated contract and is the entire agreement between the parties. No parol evidence may be considered in determining the meaning of any term used herein or in interpreting this Agreement.
17. All notices, demands, or requests required or authorized hereunder shall be deemed given sufficiently if in writing and sent by registered mail or certified mail, return receipt requested and postage prepaid, or sent telex, telegram, or cable to:
In case of the Company:
HAN LOGISTICS, INC.
2475 Robb Drive, Suite #125
Reno, Nevada 89523
Attention: Ms. Amee Han, President
with a copy to:
PATRICIA CUDD, ESQ.
Cudd & Associates
1120 Lincoln Street, Suite #1507
Denver, Colorado 80203
In case of the Escrow Agent:
FIRSTBANK OF LITTLETON, N.A.
101 West County Line Road
Littleton, Colorado 80126
18. This Agreement shall be governed and interpreted by the laws of the State of Colorado.
IN WITNESS WHEREOF, the Company and the Escrow Agent have executed this Escrow Agreement on the day and year first above written.
THE COMPANY: THE ESCROW AGENT:
HAN LOGISTICS, INC. FIRSTBANK OF LITTLETON, N.A.
By:/s/ Amee Han By:/s/ Shelley Schantini
----------------------- ---------------------
Amee Han, President (Authorized Officer)
|
David T.
Thomson P.C. Certified Public Accountant
CONSENT OF INDEPENDENT ACCOUNTANT
To the Board of Directors
Han Logistics, Inc.
I have issued my report dated August 29, 2000, accompanying the financial statements of Paradise Resorts and Rentals, Inc. included in the Registration Statement Form SB-2 and the related prospectus.
I consent to the use of my report, as stated above in the Registration Statement. I also consent to the use of my name in the statement with respect to me as appearing under the heading "Experts" in the Registration Statement.
/s/ David T. Thomson P.C.
-------------------------
David T. Thomson P.C.
Salt Lake City, Utah
January 8, 2001
|
P.O. Box 571605 o Murray, Utah 84157 o (801) 966-9481
| ARTICLE 5 |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD START | JUL 01 1999 |
| PERIOD END | DEC 31 1999 |
| CASH | 10,681 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 34,681 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 36,681 |
| CURRENT LIABILITIES | 10,107 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 24,574 |
| OTHER SE | 0 |
| TOTAL LIABILITY AND EQUITY | 34,681 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 2,319 |
| OTHER EXPENSES | 0 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | (107) |
| INCOME PRETAX | (2,426) |
| INCOME TAX | 0 |
| INCOME CONTINUING | (2,426) |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | (2,426) |
| EPS BASIC | (0.00) |
| EPS DILUTED | (0.00) |