Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 53 216K
Issuer
2: EX-3.1 Articles of Incorporation of Han Logistics, Inc. 7 30K
3: EX-3.2 Bylaws of Han Logistics, Inc. 11 44K
4: EX-4 Form of Stock Certificate 1 5K
5: EX-10.1 Promissory Note Dated November 11, 1999. 2 11K
6: EX-10.2 Fund Escrow Agreement. 5 24K
7: EX-23.1 Consent of David T. Thomson, P.C. 1 6K
8: EX-27 Financial Data Schedule 1 7K
SB-2 — Registration of Securities by a Small-Business Issuer
Document Table of Contents
As filed with the Securities and Exchange Commission on January __ , 2001
Registration No. 333 -_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
HAN LOGISTICS, INC.
---------------------------------
(Name of small business issuer in its charter)
Nevada 8741 88-0435998
----------------------- ------------------------- --------------------
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
__________________
2220 West 7th Street
Reno, Nevada 89503; (775) 787-7483
---------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
2220 West 7th Street
Reno, Nevada 89503; (775) 787-7483
-------------------------------------------------------------
(Address of principal place of business or intended principal place of business)
Amee Han
2220 West 7th Street
Reno, Nevada 89503; (775) 787-7483
-----------------------------------------------------
(Name, address and telephone number of agent for service)
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. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
[Enlarge/Download Table]
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
---------------------------------------------------------------------------------------
Common Stock,
$.001 par value $250,000 $1.00 $250,000 $100.00
------------------------------------------------------------------------------------
TOTAL $250,000 $100.00
------------------------------------------------------------------------------------
*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.
-2-
HAN LOGISTICS, INC.
------------------
Cross Reference Sheet Pursuant to Rule 404 (c)
Showing Location in Prospectus of Information
Required by Items of Form SB-2
Item Heading or
Number Caption Location in Prospectus
------ ---------------------------------------- ----------------------
1. Front of Registration Statement and Outside
Front Cover of Prospectus.................. Facing Page;
Cross-Reference Sheet;
Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus.............................. Inside Front Cover Page;
Outside Back Cover Page
3. Summary Information and Risk Factors....... Prospectus Summary; Risk
Factors
4. Use of Proceeds............................ Prospectus Summary; Use
of Proceeds
5. Determination of Offering Price........... Outside Front Cover Page;
Inside Back Cover Page;
Risk Factors; Plan of
Offering
6. Dilution.................................. Dilution
7. Selling Security Holders.................. Inapplicable
8. Plan of Distribution ..................... Facing Page;
Cross-Reference Sheet;
Outside Front Cover Page;
Prospectus Summary;
Plan of Offering
9. Legal Proceedings.......................... Proposed Business -
Legal Proceedings
10. Directors, Executive Officers, Promoters and
Control Persons............................ Management - Executive
Officers and Directors
11. Security Ownership of Certain Beneficial
Owners and Management...................... Principal Shareholders;
-3-
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
-4-
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.
[Enlarge/Download Table]
==============================================================================================
Price Selling Proceeds to
to Public Commissions(1) Han Logistics(2)
==============================================================================================
Per Share $ 1.00 $-0- $ 1.00
----------------------------------------------------------------------------------------------
Total Minimum (50,000 shares) (3) $ 50,000 $-0- $ 50,000
----------------------------------------------------------------------------------------------
Total Maximum (100,000 shares) (3) $ 250,000 $-0- $ 250,000
==============================================================================================
NOTES:
(1) We will offer the shares of common stock directly to the public through
our executive officers and directors. We will not pay any selling commissions or
other compensation on sales of shares of common stock by our executive officers
and directors.
(2) Does not reflect expenses of the offering estimated not to exceed
$30,000. As of 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.
2
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:
--------------------------
As of As of As of
October 31, June 30, December 31,
2000 2000 1999
------------ --------- ------------
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
Summary Operating Data:
----------------------
[Enlarge/Download Table]
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
3
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
4
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,
5
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
6
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
7
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.
8
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.
9
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
*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
10
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
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.
[Enlarge/Download Table]
Application of Net Proceeds Minimum Percent Maximum Percent
--------------------------- -------------- ---------- ----------------- --------------
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%
-------------- ---------- ----------------- --------------
TOTAL NET PROCEEDS $ 47,100 100.00% $ 247,100 100.00%
------------------
11
(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.
12
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.
13
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.
14
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
15
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.
16
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
17
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.
18
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'
19
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
20
$(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.
21
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
---------------------
*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
22
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 $500,000. She received a Bachelor of
Arts degree from Michigan State University, East Lansing, Michigan, in 1980 and
a Certificate in Public Law from The Philadelphia Institute for Paralegal
Studies, Philadelphia, Pennsylvania, in 1991. Ms. Kennedy attended Wayne State
University, Detroit, Michigan, from 1979 through 1980 and Central Michigan
University, Mount Pleasant, Michigan, from 1976 through 1977.
23
Executive Compensation
The following table sets forth information concerning the compensation
of the executive officers of Han Logistics for the only fiscal year ended
December 31, 1999, since the company's organization on July 1, 1999, including
annual compensation, including the dollar value of base salary (cash and
non-cash) earned during the 1999 fiscal year, and the sum of the number of
securities underlying stock options granted, with or without tandem SARs, and
the number of freestanding SARs.
SUMMARY COMPENSATION TABLE
[Enlarge/Download Table]
Long Term Compensation
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All Other
and Compen- Stock lying LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year Salary($) Bonus($) ($) ($) SAR's(#) ($) ($)
-----------------------------------------------------------------------------------------------------------------
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
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.
24
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.
25
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.
26
[Enlarge/Download Table]
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)
-------------------
(1) Based upon 2,000,000 shares of our common stock issued and outstanding
as of the date hereof.
(2) Executive officer and member of the Board of Directors of Han
Logistics.
CERTAIN TRANSACTIONS
On July 1, 1999, we issued and sold an aggregate of 2,000,000 shares of
common stock to Ms. Amee Han, 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.
27
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.
28
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.
29
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
INDEPENDENT AUDITORS' REPORT
------------------------------
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
F-1
[Enlarge/Download Table]
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
================= ================= ================
F-2
[Enlarge/Download Table]
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
============ ============ ============ ===============
F-3
[Enlarge/Download Table]
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
============== ============== ============= =========== =============
F-4
[Enlarge/Download Table]
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
=========== ========== ============ ===========
F-5
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
========= ============ =========
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
F-6
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.
F-7
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.
F-8
(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
31
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
32
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.
33
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.
34
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
35
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 25. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the expenses incurred in
connection with this Registration Statement and the issuance and distribution of
the shares of common stock being registered hereby. All such expenses will be
paid by Han Logistics.
Securities and Exchange Commission registration fee.............. $ 100
NASD fee......................................................... 525
Legal fees and expenses.......................................... 25,000
Accounting fees and expenses..................................... 2,100
Blue sky fees and expenses....................................... 500
Transfer agent fees and expenses................................. 500
Printing, electronic filing and engraving expenses............... 500
Miscellaneous expenses........................................... 775
----------
TOTAL .............................................. $30,000
All of the above items except the Securities and Exchange Commission
registration and NASD fees are estimates.
Item 26. Recent Sales of Unregistered Securities.
Since July 1, 1999, the date of Han Logistics' inception, it has sold
securities in a transaction summarized below.
Number of Shares
Purchaser Date of Sale Consideration of Common Stock Sold
---------- ------------ ---------------- ---------------------
Amee Han 7/1/99 $27,000 in cash 2,000,000
36
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).
------------------
*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:
37
(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.
38
Date: January 8, 2001 HAN LOGISTICS, INC.
(Registrant)
By: /s/ Amee Han
-------------------------------------
Amee Han, President and Treasurer
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.
39
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
40
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).
------------------
*Filed herewith.
41
Dates Referenced Herein
29 Subsequent Filings that Reference this Filing
↑Top
Filing Submission 0001079974-01-000002 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 1, 9:19:13.3pm ET 
