New Momentum Corp. - Annual Report: 2010 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2010
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-52273
HAN LOGISTICS, INC.
(Exact name of registrant as specified in its Charter)
| Nevada | 88-0435998 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3889 Vistacrest Dr.
Reno, Nevada 89509
(Address of principal executive offices)
(775) 848-2124
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [ ] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
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| Large accelerated filer [ ] | Accelerated filed [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant's most recently completed second quarter.
The market value of the voting and non-voting common stock is $73.70, based on 73,700 shares held by non-affiliates. Due to the extremely limited trading market for the Issuer’s common stock, these shares have been arbitrarily valued at par value of one mill ($0.001) per share.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Not applicable.
As of March 29, 2011, the Issuer had 2,073,700 shares of common stock outstanding.
Documents incorporated by reference: See Part IV, Item 15 of this Report.
PART I
FORWARD LOOKING STATEMENTS
In this Annual Report, references to “Han Logistics, Inc.,” “Han,” the “Company,” “we,” “us,” “our” and words of similar import) refer to Han Logistics, Inc., the registrant.
This Annual Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the markets in which Han participates, competition within Han’s industry, technological advances and failure by us to successfully develop business relationships.
ITEM 1. BUSINESS
Business Development
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
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to customers located anywhere in the world. Ms. Amee Han Lombardi, our President/Secretary/Treasurer, was a 2004 graduate of the logistics program at the University of Nevada, Reno, who completed a successful internship at Mars, Inc.-Kal Kan, Reno, Nevada and for four years was project coordinator, acting warehouse manager, acting shipping manager, acting materials manager, and project manager at Sierra Design Group, Reno, Nevada. While Ms. Han Lombardi's strengths in the field of logistics include project management, software evaluation and report administration and her area of specialty is customer service-driven sales, she also has experience in warehousing, purchasing, manufacturing, and transportation. Ms. Han Lombardi proposes to differentiate Han Logistics' proposed services from those of our competitors by (i) providing superior, state-of-the-art logistics services and solutions highly customized to suit the unique requirements of each customer's business and (ii) by emphasizing customer service as the focus of our business philosophy and marketing strategy.
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.
Business Description
Principal Products or Services and their Markets
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. Because of our small size and limited resources, our executive officers, who are the only Company employee as of the date hereof, will initially focus their efforts on obtaining a small number of customers located in Reno, Nevada, northern Nevada and/or eastern California. We will seek to provide these initial prospective customers with superior, state-of-the-art, highly customized services so as to obtain superior results and establish ongoing customer relationships. We will seek to obtain referrals through word-of-mouth from these initial relationships and utilize our initial performance record in our marketing strategy to commence building a larger customer base. Among the services that we propose to offer customers is (i) overall analysis of the customer's various logistical systems and functions, such as customer service, purchasing, inventory control, transportation and warehousing; (ii) recommendations for and/or implementation of improvements, modifications, cost reductions and/or other efficiencies in the performance of various of these systems and functions; (iii) recommendations for and/or implementation of outsourcing of functions to third parties where appropriate; (iv) consulting; and (v) specific problem-solving. We will not, like some logistics firms, specialize in any one area of the logistics industry. Rather, our executive officers and directors will seek to use their expertise and experience to make available to, and customize to the business and operations of, each customer all of the services aforementioned, including, but not limited to, overall analysis, recommendations, implementation and specific problem-solving.
We will charge each customer a fee for our services based upon, among other factors, the time necessitated in the performance of, and the difficulty of, the services. Investors in our common stock will have no opportunity to evaluate, or have a voice in the determination of, the selection of customers or fees charged for our proposed services. We intend, depending upon the success of our operations, to employ limited additional personnel with experience in the logistics business. Our continuation in business and the employment of significant additional staff, will be dependent upon our achievement of significant profits from operations, and we can provide no assurances in this regard. Eventually, assuming our initial success, management plans to expand the scope of Han Logistics' services.
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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.
Strategy
Management believes that the logistics services industry, which we have determined to enter, has expanded rapidly in the past several years and that growth is expected to continue at a strong pace for the foreseeable future. This phenomenon presents an opportunity for a start-up company like us to enter the market. We believe that we can address, with highly customized, state-of-the-art services and solutions, including overall analysis and specific problem-solving, the needs of customers who seek guidance and assistance in optimizing their logistical functions. Additionally, we believe that we will be able to capitalize on the trend of companies to outsource less significant but vital functions and projects that they would not otherwise be able to implement. Rather than operate within the parameters of existing logistics methodologies, we propose to apply our talents creatively in the use of every possible resource to bring a fresh perspective to the analysis of customers' logistical systems and procedures and customize recommendations for improvements and solutions to problems. In this manner, we hope to achieve superior results and develop long lasting relationships with our customers. We intend to price our proposed services competitively, using the knowledge that our target market of smaller companies considers price or value as the most important criterion in its selection of a logistics services provider. Our future goal is not necessarily to be a logistics company large in size, but to be known for the performance of superior, highly customized services.
The one feature that we propose to distinguish our company from our competitors is customer service. We intend that Han Logistics be organized so as to be customer service-driven. In the future, we propose, assuming our initial success, to add personnel in the area of customer service and, if necessary, to cut expenses in other areas first. We believe that the fact that we are a very small, owner-operated company may allow us the flexibility to be more service oriented than our larger, more structured competitors. Our small size is expected to permit us to more quickly and effectively control and monitor the direction and effect of our decisions and actions. We intend to stress customer service as our strength in our marketing campaign and literature and build and maintain our reputation based upon our goal of providing the best and most highly customized services in the marketplace. Further, we intend to employ a great deal of flexibility, give employees a wide latitude and devote the necessary extra time and effort in the performance of logistical analysis, problem-solving and other logistics services so as to accommodate our customers' needs.
Marketing
The Market. As reported by the Council of Logistics Management, over $800 billion is spent annually in the United States on logistics. Also, according to the Council of Logistics Management, the amount spent on logistics worldwide is in excess of $1.4 trillion and will continue to increase as a result of the continued expansion of the "global marketplace." Further, the Council of Logistics Management reports that, because of the increasingly global marketplace, logistics-related expenditures worldwide have increased approximately 20% over the past decade and are expected to increase at this rate for the foreseeable future. Sales of logistics services have been relatively steady for the past five years and are not subject to significant cyclical or seasonal variation. In fact, effective logistics management becomes increasingly more important as the economy declines.
The most significant development in the marketplace, which is responsible for very strong growth in the logistics industry, is the ongoing trend by corporations to downsize and outsource logistics services such as customer service, purchasing, inventory control, transportation and warehousing. Much of the recent growth is the result of outsourcing of one or more of the foregoing services by companies that have not previously done so. Accordingly, these companies have no existing relationship with a logistics service provider and start-up companies, such as Han Logistics, have the potential to obtain the business. As a result, it is possible for new companies, including Han
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Logistics, entering the logistics services business to generate significant revenue from new customers without taking customers away from existing competitors. Because of this phenomenon, we believe that growth in the logistics industry will continue unabated for the foreseeable future. Another important trend is the increasing overseas market for logistics services resulting, principally, from the globalization of the operations of United States companies. According to the Council of Logistics Management, United States logistics service providers providing logistics services to overseas companies are experiencing rapid growth rates, which are expected to continue in the future.
While there are obvious differences among logistics service providers with regard to features, pricing and other factors, the logistics services market, for the most part, remains free from segmentation. That is, competitors are, generally speaking, all competing for the same customer and each logistics service provider seeks to provide, without significant differentiation or variation, the same general types of functions and services. Despite the fact that companies offering logistics services market themselves based upon real and purported competitive differences, virtually all firms compete in the same marketplace for the same customers.
Our target market is, theoretically, any corporation or other entity involved in the universal thread or "pipeline" of planning and coordinating the manufacture, sale and/or delivery to customers anywhere in the world of products and/or services. However, because of our small size and developmental stage, the companies initially targeted by us as candidates for our logistics services will satisfy the following criteria: (i) gross revenues from $-0- (start-up companies) to $200 million; (ii) two to 150 employees; and (iii) operations in manufacturing, warehousing, distribution and/or retail and/or wholesale sales, including electronic commerce. These companies are expected to be relatively new or growing firms and both privately- and publicly-held. Further, our initial target market will be limited, generally, to companies located in the Reno, Nevada, metropolitan area, northern Nevada and/or eastern California. Ms. Amee Han Lombardi, our executive officer and director, has lived and worked in the Reno, Nevada, area for the past approximately 12 years, and, accordingly, is familiar with the facilities and amenities in the surrounding area. Long-term, management plans to expand Han Logistics' target market to include nationally and internationally-based companies.
Marketing Strategy. Our prospective customers are expected to respond most favorably to a marketing campaign involving the steps described below. Initially, we would provide a prospective customer with printed literature, such as a sales brochure, for review. Next, we would contact the targeted company by telephone and, thereafter, make a personal presentation describing our proposed services in detail. Finally, we would follow up our personal presentation with contact, by telephone, by mail, in person or otherwise, over a period of several weeks during which the prospective customer considers and/or discusses with others the decision whether to retain our services. If our target company was a large corporation or business, which is not expected initially, we could expect to deal with the Vice President for logistics or the Controller as the primary decision-maker, whose support would be crucial to our employment. However, we could not ignore department managers or others who might have influence over, or the ability to veto, the hiring decision. Upon completion of the performance of services for any customer, we would follow up with surveys and otherwise take advantage of opportunities for feedback to ensure customer satisfaction.
We anticipate that our very limited finances and other resources may be a determinative factor in the decision of any prospective employee as to whether to become employed by Han Logistics. We intend to rely upon the judgment and conclusions of Ms. Amee Han Lombardi, our President/Secretary/Treasurer, based solely upon her knowledge and prior limited business experience, relative to Han Logistics' needs for marketing expertise, until the time, if ever, that we are successful in attracting and employing the per project marketing specialist initially proposed and/or other capable marketing and customer support personnel.
The fact that a corporation or other entity was affiliated with us or an equity interest in Han Logistics was owned by one or more of our executive officers, directors and/or controlling shareholders, would not disqualify the company from consideration as a potential customer.
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.
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Distribution Methods of the Products or Services
None; not applicable.
Status of any Publicly Announced New Product or Service
None; not applicable.
Competitive Business Conditions and Smaller Reporting Company's Competitive Position in the Industry and Methods of Competition
We are expected to be an insignificant participant in the logistics services business for the foreseeable future. Our competition consists of a myriad of companies currently engaged in the business of providing logistics services nationally and internationally. All of these companies seek to satisfy the need for efficiencies and cost reductions in the product and/or service manufacturing, marketing and delivery processes and solutions to logistics complexities and difficulties created, in part, by the increasing globalization of commerce, including electronic commerce. The primary factor considered by larger customers in selecting a logistics service provider is believed to be performance, as emphasized in the advertising, press releases and marketing efforts of most logistics service providers, especially the larger companies. We believe that smaller companies consider price or value to be the most important competitive factor, with performance also being an important consideration. Our target market will be the smaller companies. Accordingly, we expect to compete on the basis of price (or the value to the customer of the services performed) and, to a lesser extent, on the basis of our reputation among customers as a quality provider of logistical analysis, problem-solving and support services and our locality of operation.
Competition in the logistics business is also limited by locality. That is, despite globalization of commerce, customers remain reluctant to utilize the services of a logistics service provider based in a distant location and tend to prefer a provider whose business is specifically focused in the customer's region of operation. We attribute this phenomenon to the dynamic nature of the customer's business, thus requiring expeditious solutions to rapidly changing needs. This phenomenon also encourages us to believe that Han Logistics may be able fill a niche in northern Nevada and eastern California where it is believed that no one competitor dominates. We base this claim upon the relative size of the logistics service providers operating in this area because most of these companies are privately-held and accurate information on their sales is unavailable. In our Reno, Nevada, locality, our primary competitors are expected to be the logistics departments of our prospective customers themselves. We believe, however, that we will be able to compete by capitalizing on the trend of companies to out-source less significant but vital functions and projects that they would not otherwise be able to implement. Our indirect competitors are expected to be much larger, full- service logistics firms located outside northern Nevada, including, primarily, warehousing and distribution companies uninterested and unavailable for the smaller and short-term projects we may pursue. However, these much larger, full-service logistics firms are prospective sources for customers to the extent that they out-source their overflow work.
A less important, but also critical, factor than location in the selection of a logistics service provider is the provider's specialty of function, if any. When this factor is an important component in the customer's selection of a logistics service provider, the degree of competition varies widely depending of the area of specialization. Overall, competition is most intense for the business of the larger manufacturing and distribution firms and less intense for smaller accounts that typically require a high degree of customization in the logistics services required. Accordingly, in order to obtain customers, it is important for us to, (i) most importantly, price our services competitively, taking into consideration our small size, limited resources and developmental stage of operation; (ii) secondarily, develop a record demonstrating satisfactory and, if possible, superior, performance at the earliest possible time; and (iii) focus on customers whose operations are based in our own locality, i.e., Reno, Nevada, northern Nevada and/or eastern California. In this latter regard, we intend to cultivate relationships in the Reno, Nevada, business community through the University of Nevada, Reno, logistics program and otherwise, so as to develop the local goodwill important to customers in their selection of a logistics service provider.
Many of the companies and other organizations with which we will be in competition are established and have far greater financial resources, substantially greater experience and larger staffs than we do. Additionally, many of these organizations have proven operating histories, which we lack. We expect to face strong competition from both the well-established companies and small independent companies like ourselves. To the extent that we become
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dependent on one or a few clients, the termination of these relationships could adversely affect our ability to continue as a viable enterprise. In addition, our proposed business may be subject to decline because of generally increasing costs and expenses of doing business, thus further increasing anticipated competition. It is anticipated that there may be significant technological advances in the future and we may not have adequate creative management and resources to enable us to take advantage of these advances. The effects of any of these technological advances on us, therefore, cannot be presently determined. We believe, to the extent that we have funds available, that we will be capable of competing effectively with our competitors. However, because of our minimal capital, even after the successful completion of our current stock 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.
Sources and Availability of Raw Materials and Names of Principal Suppliers
None; not applicable.
Dependence on One or a Few Major Customers
As of the filing date of this Report, we do not have any material sources of revenue.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration
None; not applicable.
Need for any Governmental Approval of Principal Products or Services
None; not applicable.
Effect of Existing or Probable Governmental Regulations on the Business
Smaller Reporting Company
We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.
Sarbanes/Oxley Act
We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.
Securities Exchange Act of 1934, as amended (the “Exchange Act”) Reporting Requirements
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company’s shareholders with the information
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outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the Company’s shareholders.
We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
Research and Development Costs During the Last Two Fiscal Years
None; not applicable.
Cost and Effects of Compliance with Environmental Laws
None; not applicable.
Number of Total Employees and Number of Full Time Employees
Han Logistics has had no full-time employees since its organization. Amee Han Lombardi, our executive officer and director, and Kathleen M. Kennedy, a former executive officer and director, have served as the only part-time employees of Han Logistics since our inception. Except for directors fees in the amount of $250 paid quarterly to each officer and director through September 30, 2001, and the payment of $24,000 in consulting fees to Ms. Han, in 2007, no cash compensation has been awarded to, earned by or paid to either individual for all services rendered in all capacities to Han Logistics since our organization on July 1, 1999. However, on July 1, 1999, we issued Ms. Han Lombardi, our President, Secretary and Treasurer, 2,000,000 shares of common stock in consideration for the sum of $27,000 in cash ($.0135 per share). We anticipate that, at such time, if ever, as our financial position permits, assuming that we are successful in raising additional funds through equity and/or debt financing and/or generating a sufficient level of revenue from operations, Ms. Han Lombardi and any other executive officers and/or directors of Han Logistics will receive reasonable salaries and other appropriate compensation, such as bonuses, coverage under medical and/or life insurance benefits plans and participation in stock option and/or other profit sharing or pension plans, for services as our executive officers and may receive additional fees for their attendance at meetings of the Board of Directors. Further, we may pay consulting fees to persons who perform services for us, although we have no present plans to do so.
Reports to Security Holders
Additional Information
You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or registration statements that we have filed electronically with the SEC at its Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. The Company’s SEC Reports are also available from commercial document retrieval services, such as Corporation Service Company, whose telephone number is 1-800-222-2122.
ITEM 1A. RISK FACTORS
Not required for Smaller Reporting Companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not required for Smaller Reporting Companies.
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ITEM 2: PROPERTIES
Han Logistics maintains its offices pursuant to a verbal arrangement rent-free at the residence of Ms. Amee Han Lombardi, President/Secretary/Treasurer and a director of Han Logistics, located at 3889 Vistacrest Dr., Reno, Nevada, 89509. 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) 848-2124.
ITEM 3: LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company’s common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
ITEM 4: (REMOVED AND RESERVED)
PART II
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is no “established trading market” for our shares of common stock. We are listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority (“FINRA”) under the symbol “HANO” however, management does not expect any established trading market to develop unless and until we have material operations. In any event, no assurance can be given that any market for our common stock will develop or be maintained. If a public market ever develops in the future, the sale of “unregistered” and “restricted” shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission by members of management or others may have a substantial adverse impact on any such market. All of these persons have satisfied the six-month holding period requirement of Rule 144.
Set forth below are the high and low closing bid prices for our common stock for each quarter of our two most recently completed fiscal years. These bid prices were obtained from Pink Sheets, LLC, formerly known as the “National Quotation Bureau, LLC,” All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
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| Period | High | Low |
| January 1, 2009 through March 31, 2009 | $0.25 | $0.05 |
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| April 1, 2009 through June 30, 2009 | $0.05 | $0.05 |
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| July 1, 2009 through September 30, 2009 | $0.05 | $0.05 |
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| October 1, 2009 through December 31, 2009 | $0.05 | $0.05 |
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| January 1, 2010 through March 31, 2010 | $1.55 | $0.05 |
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| April 1, 2010 through June 30, 2010 | $1.25 | $0.11 |
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| July 1, 2010 through September 30, 2010 | $1.25 | $0.55 |
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| October 1, 2010 through December 31, 2010 | $5.00 | $1.25 |
Holders
The Company currently has 53 shareholders, not including an indeterminate number who may hold shares in “street name.”
Dividends
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.
Securities Authorized for Issuance Under Equity Compensation Plans
| Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) |
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| (a) | (b) | (c) |
| Equity compensation plans approved by security holders | None | None | None |
| Equity compensation plans not approved by security holders | None | None | None |
| Total | None | None | None |
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not issue any unregistered securities during the calendar year ended December 31, 2010.
Rule 144
The following is a summary of the current requirements of Rule 144:
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| Affiliate or Person Selling on Behalf of an Affiliate | Non-Affiliate (and has not been an Affiliate During the Prior Three Months) |
| Restricted Securities of Reporting Issuers | During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144. | During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. |
| Restricted Securities of Non-Reporting Issuers | During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144. | During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. |
Use of Proceeds of Registered Securities
During the calendar year ended December 31, 2010, we did not receive any proceeds from the sale of registered securities.
Purchases of Equity Securities by Us and Affiliated Purchasers
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs |
| Month #1 October 1, 2010 | None | None | None | None |
| Month #2 November 1, 2010 | None | None | None | None |
| Month #3 December 1, 2010 | None | None | None | None |
| Total | None | None | None | None |
ITEM 6: SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect Han Logistics’ future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
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. Through the date hereof, we have not yet generated material service revenue and we have realized a net loss from operations. We generated $0 in revenue during the calendar year ended December 31, 2010, compared to $376 in revenues during the year ended December 31, 2009. Operating expenses for the year ended December 31, 2010 and 2009, and the period from inception through December 31, 2010, totaled $50,485, $42,078 and $350,243, respectively. Our net losses during the calendar years ended December 31, 2010 and 2009 were $60,722 and $50,904. For the period from inception through December 31, 2010, we had total revenues of $12,007 and a net loss of $422,913.
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 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.
Presently, our goal is to continue development of overseas logistics services, In order to further this objective we are pursuing a custom broker's license and will offer this service in addition to the services presently offered. This will allow us to assist importers and exporters in meeting Federal requirements governing imports and exports in addition to facilitating our own operations. Our logistics services will focus primarily on Southeast Asian markets.
Liquidity and Capital Resources
As of December 31, 2010, we had total cash assets of $282. We had total current liabilities of $302,293 and working capital deficit and stockholders’ deficit of $302,011. Deficit accumulated during the development stage through December 31, 2010 totaled $422,913.
12
Results of Operations
During the calendar year ended December 31, 2010, we received total revenues of $0. During the calendar year ended December 31, 2009, we received total revenues of $376, , all of which came from a related party. General and administrative expenses were $50,485 in the 2010 fiscal year, as compared to $41,882 in the 2009 period. Depreciation expense totaled $0 and $196, respectively, in the calendar years ended December 31, 2010, and 2009. Net operating loss was $50,485 and $41,702, respectively, during these periods.
During the 2010 calendar year, other expenses totaled $10,237, of which $9,105 was interest expense to a related party and $1,132 was non-related party interest expense. In the December 31, 2009, calendar year, these figures were $8,329 and $873, respectively. Net loss in calendar 2010 was $60,722, or $0.03 per share, as compared to net loss of $50,904, or $0.02 per share, in calendar 2009.
Our financial statements are presented on the basis that Han Logistics 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. The Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan. 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, Amee Han Lombardi, our President/Secretary/Treasurer, is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern. While Ms. Han Lombardi has the capacity to fund Han Logistics at current levels, she has no obligation to do so.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements for the year ended December 31, 2010.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Han Logistics, Inc.
[A Development Stage Company]
Financial Statements and Report of Independent Registered
as of December 31, 2010 and 2009
and for the years ended December 31, 2010 and 2009
and for the Period from Inception(July 1, 1999) through
December 31, 2010
13
Han Logistics, Inc.
[A Development Stage Company]
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 15
Balance Sheets-December 31, 2010 and 2009 16
Statements of Operations for the years ended December 31, 2010
and 2009, and for the period from Inception [July 1, 1999] through
December 31, 2010 17
Statements of Stockholders' Equity / <Deficit> for the period from Inception
[July 1, 1999] through December 31, 2010 18
Statements of Cash Flows for the years ended December 31, 2010 and 2009,
and for the period from Inception [July 1, 1999] through December 31, 2010 19
Notes to Financial Statements 20 - 33
14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Han Logistics, Inc. [a development stage company]
Reno, NV
We have audited the accompanying balance sheets of Han Logistics, Inc. [a development stage company] as of December 31, 2010 and 2009, and the related statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2010 and 2009, and for the period from inception [July 1, 1999] through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Han Logistics, Inc. [a development stage company] as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years ended December 31, 2010 and 2009, and for the period from inception [July 1, 1999] through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Han Logistics, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Mantyla McReynolds, LLC
Mantyla McReynolds, LLC
Salt Lake City, Utah
March 31, 2011
15
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
BALANCE SHEETS
December 31, 2010 and 2009
ASSETS
|
| December 31, |
| December 31, |
|
| 2010 |
| 2009 |
| CURRENT ASSETS: |
|
|
|
| Cash | $ 282 |
| $ 204 |
|
|
|
|
|
| Total Current Assets | 282 |
| 204 |
|
|
|
|
|
| PROPERTY, PLANT AND EQUIPMENT, net | - |
| - |
|
|
|
|
|
| TOTAL ASSETS | $ 282 |
| $ 204 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
| Accounts payable | $ 153,853 |
| $ 115,840 |
| Accounts payable-Related party | 8,250 |
| 8,000 |
| Accrued interest | 2,704 |
| 1,572 |
| Accrued interest - Related Parties | 40,682 |
| 31,577 |
| Notes payable | 17,000 |
| 9,700 |
| Notes payable - Related parties | 79,804 |
| 74,804 |
|
|
|
|
|
| Total Current Liabilities | 302,293 |
| 241,493 |
|
|
|
|
|
| STOCKHOLDERS' DEFICIT: Preferred stock, $0.001 par value; 175,000,000 shares authorized; no shares outstanding | - |
| - |
| Capital stock, $0.001 par value; 500,000,000 shares authorized; |
|
|
|
| 2,073,700 shares issued and outstanding |
|
|
|
| at December 31, 2009 and 2008, respectively | 2,074 |
| 2,074 |
| Additional paid-in capital | 118,828 |
| 118,828 |
| Deficit accumulated during the development stage | (422,913) |
| (362,191) |
|
|
|
|
|
| Total Stockholders' Deficit | (302,011) |
| (241,289) |
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 282 |
| $ 204 |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
16
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD
FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010
|
|
|
|
|
| Inception |
|
| Year Ended |
| Year Ended |
| (July 1, 1999) to |
|
| December 31, |
| December 31, |
| December 31, |
|
| 2010 |
| 2009 |
| 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues | $ - |
| $ - |
| $ 10,081 |
| Revenues - Related Party | - |
| 376 |
| 1,926 |
|
|
|
|
|
|
|
| TOTAL REVENUES | - |
| 376 |
| 12,007 |
|
|
|
|
|
|
|
| EXPENSES: |
|
|
|
|
|
| Depreciation | - |
| 196 |
| 1,761 |
| General and administrative expenses | 50,485 |
| 41,882 |
| 348,482 |
|
|
|
|
|
|
|
| TOTAL OPERATING EXPENSES | 50,485 |
| 42,078 |
| 350,243 |
|
|
|
|
|
|
|
| NET OPERATING LOSS | (50,485) |
| (41,702) |
| (338,236) |
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
|
| Interest income | - |
| - |
| 35 |
| Interest expense | (1,132) |
| (873) |
| (2,703) |
| Interest expense - Related Party | (9,105) |
| (8,329) |
| (82,009) |
|
|
|
|
|
|
|
| TOTAL OTHER INCOME/(EXPENSE) | (10,237) |
| (9,202) |
| (84,677) |
|
|
|
|
|
|
|
| NET LOSS | $ (60,722) |
| $ (50,904) |
| $ (422,913) |
|
|
|
|
|
|
|
| EARNINGS (LOSS) PER SHARE | $ (0.03) |
| $ (0.02) |
| $ (0.21) |
|
|
|
|
|
|
|
| WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED | 2,073,700 |
| 2,073,700 |
| 2,031,934 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
17
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010
|
|
|
|
|
| Additional |
|
|
| Net |
|
| Capital Stock |
| Paid-in |
| Accumulated |
| Stockholders' | ||
|
| Shares |
| Amount |
| Capital |
| (Deficit) |
| Deficit |
| Balance, July 1, 1999 | 0 |
| $ - |
| $ - |
| $ - |
| $ - |
| Issued stock for cash at inception | 2,000,000 |
| 2,000 |
| 25,000 |
|
|
| 27,000 |
| Net loss for the Period Ended December 31, 1999 |
|
|
|
|
|
| (2,426) |
| (2,426) |
| Balance, December 31, 1999 | 2,000,000 |
| 2,000 |
| 25,000 |
| (2,426) |
| 24,574 |
| Net loss for the Year Ended December 31, 2000 |
|
|
|
|
|
| (29,845) |
| (29,845) |
| Balance, December 31, 2000 | 2,000,000 |
| 2,000 |
| 25,000 |
| (32,271) |
| (5,271) |
| Net loss for the Year Ended December 31, 2001 |
|
|
|
|
|
| (6,107) |
| (6,107) |
| Balance, December 31, 2001 | 2,000,000 |
| 2,000 |
| 25,000 |
| (38,378) |
| (11,378) |
| Net loss for the Year Ended December 31, 2002 |
|
|
|
|
|
| (2,528) |
| (2,528) |
| Balance, December 31, 2002 | 2,000,000 |
| 2,000 |
| 25,000 |
| (40,906) |
| (13,906) |
| Net loss for the Year Ended December 31, 2003 |
|
|
|
|
|
| (3,001) |
| (3,001) |
| Balance, December 31, 2003 | 2,000,000 |
| 2,000 |
| 25,000 |
| (43,907) |
| (16,907) |
| Net loss for the Year Ended December 31, 2004 |
|
|
|
|
|
| (6,438) |
| (6,438) |
| BALANCE, December 31, 2004 | 2,000,000 |
| 2,000 |
| 25,000 |
| (50,345) |
| (23,345) |
| Common stock issued for cash | 53,500 |
| 54 |
| 53,446 |
| - |
| 53,500 |
| Stock Issuance Costs | - |
| - |
| (20,398) |
| - |
| (20,398) |
| Cost of beneficial conversion feature | - |
| - |
| 23,500 |
| - |
| 23,500 |
| Net loss for the year ended December 31, 2005 | - |
| - |
| - |
| (53,459) |
| (53,459) |
| BALANCE, December 31, 2005 | 2,053,500 |
| 2,054 |
| 81,548 |
| (103,804) |
| (20,202) |
| Common stock issued for cash | 20,200 |
| 20 |
| 20,180 |
| - |
| 20,200 |
| Net loss for the year ended December 31, 2006 | - |
| - |
| - |
| (85,306) |
| (85,306) |
| BALANCE, December 31, 2006 | 2,073,700 |
| 2,074 |
| 101,728 |
| (189,110) |
| (85,308) |
| Cost of beneficial conversion feature | - |
| - |
| 17,100 |
| - |
| 17,100 |
| Net loss for the year ended December 31, 2007 | - |
| - |
| - |
| (80,774) |
| (80,774) |
| BALANCE, December 31, 2007 | 2,073,700 |
| 2,074 |
| 118,828 |
| (269,884) |
| (148,982) |
| Net loss for the year ended December 31, 2008 | - |
| - |
| - |
| (41,403) |
| (41,403) |
| BALANCE, December 31, 2008 | 2,073,700 |
| 2,074 |
| 118,828 |
| (311,287) |
| (190,385) |
| Net loss for the year ended December 31, 2009 | - |
| - |
| - |
| (50,904) |
| (50,904) |
| BALANCE, December 31, 2009 | 2,073,700 |
| 2,074 |
| 118,828 |
| (362,191) |
| (241,289) |
| Net loss for the year ended December 31, 2010 | - |
| - |
| - |
| (60,722) |
| (60,722) |
| BALANCE, December 31, 2010 | 2,073,700 |
| $ 2,074 |
| $ 118,828 |
| $ (422,913) |
| $ (302,011) |
The accompanying notes are an integral part of these financial statements.
18
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE
PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010
|
| Year Ended |
| Year Ended |
| (July 1, 1999) to |
|
| December 31, |
| December 31, |
| December 31, |
|
| 2010 |
| 2009 |
| 2010 |
|
|
|
|
|
|
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| Net (Loss) from operations | $ (60,722) |
| $ (50,904) |
| $ (422,913) |
| Adjustments to reconcile net loss to net cash used |
|
|
|
|
|
| in operating activities: |
|
|
|
|
|
| Depreciation | - |
| 196 |
| 1,761 |
| Amortization of interest on beneficial conversion | - |
| - |
| 40,600 |
| Changes in assets and liabilities: |
|
|
|
|
|
| Increase in accounts payable | 38,263 |
| 32,777 |
| 162,103 |
| Increase (decrease) in accrued expenses | 10,237 |
| 9,202 |
| 43,386 |
|
|
|
|
|
|
|
| Net cash provided by operating activities | (12,222) |
| (8,729) |
| (175,063) |
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
| Purchase of property, plant and equipment | - |
| - |
| (1,761) |
|
|
|
|
|
|
|
| Net cash used in investing activities | - |
| - |
| (1,761) |
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
| Increase (decrease) in notes payable | 7,300 |
| - |
| 17,000 |
| Increase (decrease) in notes payable - Related party | 5,000 |
| 8,918 |
| 79,804 |
| Net proceeds from issuance of common stock | - |
| - |
| 80,302 |
|
|
|
|
|
|
|
| Net cash provided by financing activities | 12,300 |
| 8,918 |
| 177,106 |
|
|
|
|
|
|
|
| Net Increase (decrease) in cash | 78 |
| 189 |
| 282 |
|
|
|
|
|
|
|
| CASH AT BEGINNING PERIOD | 204 |
| 15 |
| - |
|
|
|
|
|
|
|
| CASH AT END OF PERIOD | $ 282 |
| $ 204 |
| $ 282 |
|
|
|
|
|
|
|
| SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash paid for income taxes | $ - |
| $ - |
| $ - |
|
|
|
|
|
|
|
| Cash paid for interest expense | $ - |
| $ - |
| $ - |
The accompanying notes are an integral part of these financial statements.
19
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE 1 – Organization, History and Business Activity
Han Logistics, Inc. (Company) was founded July 1, 1999 and was organized to engage in the business of development, marketing and delivering of logistical analysis, problem solving and other logistics services and general business services. The Company was incorporated under the laws of the State of Nevada.
The Company is considered to be in the development stage as defined in Accounting Standards Codification (“ASC”) Topic 915. It has yet to commence full-scale operations and it continues to develop its planned principal operations.
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 accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Concentration of Risk
The Company places its cash and temporary cash investments with established financial institutions.
Accounts Receivable
Trade receivables are recognized and carried at the original invoice amount less allowance for any un-collectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. There were no bad debts for the period ended December 31, 2010.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices for identical assets and liabilities in active markets;
Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
20
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
Fair Value of Financial Instruments (continued)
The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.
The fair value of the Company’s debt as of December 31, 2010 and 2009, approximated fair value at those times.
Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of December 31, 2010 and 2009 because of the relative short term nature of these instruments. At December 31, 2010 and 2009, the fair value of the Company’s debt approximates carrying value.
Revenue Recognition
The Company recognizes revenue, when it is realized and earned. Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
21
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
Income Taxes
The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.
We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of December 31, 2010, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2009 and 2008 federal return remains open to examination.
Loss Per Share
The Company is required to provide basic and dilutive earnings (loss) per common share information.
The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
For the period ended December 31, 2010, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Total potentially dilutive securities as of December 31, 2010 approximate 546,870 shares.
22
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
Recent Accounting Pronouncements
In April 2010, FASB issued ASU No. 2010-17, Milestone Method of Revenue Recognition (“ASU 2010-17”), which provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon milestone events such as successful completion of phases in a study or achieving a specific result from the research or development efforts. The amendments in this ASU provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. ASU 2010-17 is effective for fiscal years and interim periods within those years beginning on or after June 15, 2010, with early adoption permitted. This ASU is effective for the Company on January 1, 2011. The Company is currently evaluating the impact, if any, ASU 2010-17 will have on its results of operations, financial position or liquidity.
In August 2010, the FASB issued ASU 2010-22, Accounting for Various Topics—Technical Corrections to SEC Paragraphs. This update amends some of the SEC material in the ASC based on the June 2009 publication of Staff Accounting Bulletin (“SAB”) No. 112, which amended Topic 2, Topic 5, and Topic 6 in the SEC’s Staff Accounting Bulletin series. SAB 112 was issued to bring the SEC’s staff interpretative guidance into alignment with the changes in U.S. GAAP made in SFAS No. 141(R), Business Combinations (FASB ASC Topic 805), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (FASB ASC Topic 810). ASU 2010-22 is effective upon issuance. We adopted this update on its effective date. The update had no effect on our consolidated financial position, results of operations or cash flows.
23
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
Recent Accounting Pronouncements
Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants ("AICPA"), and the SEC did not or are not believed by management to have a material impact on the Company's present financial statements.
Reclassifications
Certain amounts have been reclassified and represented to conform to the current financial statement presentation.
NOTE 3 – Financial Condition and Going Concern
The Company’s financial statements have been presented 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. The Company incurred a net loss of $60,722 (from operations) for the period ended December 31, 2010. It also sustained operating losses in prior years as well. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.
Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.
There are no assurances that Han Logistics, Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Han Logistics, Inc. If adequate working capital is not available Han Logistics, Inc. may be required to curtail its operations.
24
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE 4 – Income Taxes
We have no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the year ended December 31, 2010.
Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The components of deferred income tax assets (liabilities) at December 31, 2010, were as follows:
|
| Balance | Rate | Tax |
| Federal loss carryforward (expires through 2030) | $382,313 | 34% | $ 129,986 |
| Valuation allowance |
|
| (129,986) |
| Deferred tax asset |
|
| $ - |
A reconciliation between expected and actual tax liability is presented below.
| Expected Provision (Benefit) |
|
|
| $ (20,645) |
| Effect of: Increase in valuation allowance | 20,645 |
| Total Actual Provision | $ - |
25
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE 4 – Income Taxes-Continued
At December 31, 2010, Han Logistics, Inc. has an a net operating loss carry forward for Federal income tax purposes totaling approximately $421,737 which, if not utilized, will expire in the year 2030. During 2010, the valuation allowance increased by $20,645 from $129,986 as of December 31, 2010.
The following table summarizes the Company’s net operating loss carry forwards:
|
|
|
| Amount | Expires |
| 2,426 | 2019 |
| 29,845 | 2020 |
| 6,107 | 2021 |
| 2,528 | 2022 |
| 3,001 | 2023 |
| 6,438 | 2024 |
| 29,959 | 2025 |
| 85,306 | 2026 |
| 63,674 | 2027 |
| 41,403 | 2028 |
| 50,904 | 2029 |
| 60,722 | 2030 |
NOTE 5 - Common Stock
On July 1, 1999, the Board of Directors authorized a stock issuance totaling 2,000,000 shares of common stock to an officer of the Company for cash consideration of $27,000, or $0.0135 per share.
The Company had authorized a stock issuance of a minimum of 50,000 to a maximum of 250,000 shares of its common stock at $1.00 per share. The offering was to be filed under the Securities Act of 1933 or an exemption under the Act.
During 2005, the Company issued 53,500 shares of common stock under this offering. Against the proceeds of the offering, $20,398 of stock issuance costs was offset against additional paid-in capital.
During 2006, the Company issued 20,200 shares of common stock under this offering for gross proceeds of $20,200.
During 2010, the Company increased the number of authorized $0.001 par value common stock from 50,000,000 to 500,000,000.
During 2010, the Company authorized a new class of preferred stock. 175,000,000 preferred shares were authorized with a $0,001 par value. The Board of Directors may determine the powers, preferences and rights of any series preferred shares.
26
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE 6 - Related Party Transactions
The Company currently utilizes office space on a rent-free basis from a shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of nominal value.
Shareholders and other related parties had loaned $13,787 to the Company as of December 31, 2004, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.
Shareholders and other related parties loaned $23,800 to the Company during 2005, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.
Shareholders and other related parties loaned $17,100 to the Company during 2007, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements. Additionally, the Company recorded an interest expense of $17,100 for the conversion feature of the loans made during 2007.
Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company. These loans are demand notes and carry an interest rate of 24% per annum.
Shareholders and other related parties loaned $8,917 during 2009 to the Company. These loans are demand notes and carry an interest rate of 9-18% per annum.
Shareholders and other related parties loaned $5,000 during 2010 to the Company. These loans are demand notes and carry an interest rate of 10% per annum.
An individual loaned $7,300 during 2010 to the Company. This loan is a demand note and carries an interest rate of 9% per annum.
The Company incurred $9,105 and $8,329 in interest expense to related parties as of December 31, 2010 and 2009, respectively. As of December 31, 2010, the Company has an accrued interest liability of $40,682 on related party loans.
27
HAN LOGISTICS, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
NOTE 7 – Note Payable
During 2008, an individual loaned $9,700 to the Company. The note is a demand note and carries an interest rate of 9%. The note is unsecured.
During 2010, an individual loaned $7,300 to the Company. The note is a demand note and carries an interest rate of 9%. The note is unsecured.
The Company has accrued $2,704 of interest on the above two notes at 2010.
NOTE 8 - Concentrations
For the year ended December 31, 2009, one customer represented approximately 100% or $376 of total revenues and 100% of accounts receivable. Prior to the Company earning revenues from this customer, the Company's President was married to an officer of the customer. If these customers decrease or terminate their business with the Company, the impact may have adverse effects on the Company's operations and financial condition.
28
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None; not applicable.
ITEM 9A: CONTROLS AND PROCEDURES
The Company’s management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation and our conclusions with respect to the effectiveness of the Company’s internal control over financial reporting as discussed below, our President and Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
The Company’s management, with the participation of the President and Treasurer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on this evaluation, our management, with the participation of the President and Vice President, concluded that, as of December 31, 2010, our internal control over financial reporting was not effective due to certain material weaknesses identified during our evaluation.
These material weaknesses relate to:
·
The lack of sufficient knowledge and expertise among management and our Board of Directors regarding the application of GAAP and SEC requirements; and
·
Segregation of duties, in that we had only one person performing all accounting-related duties.
We believe that both of these material weaknesses existed at December 31, 2010.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the fourth quarter of our 2010 fiscal year.
29
ITEM 9B: OTHER INFORMATION
None.
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.
| Name | Positions Held | Date of Election or Designation | Date of Termination or Resignation |
| Amee Han Lombardi | President Secretary Treasurer | 01/99 01/99 01/99 | * * * |
|
| Director | 01/99 | * |
| Michael Vardakis | Director | 01/05 | * |
* These persons presently serve in the capacities indicated.
Background and Business Experience
Amee Han Lombardi, age 41, has served as the President, the Treasurer and a director of Han Logistics since its inception on July 1, 1999. She is currently our President/Secretary/Treasurer and a director. From July 2000 to May 2004, she was employed by Sierra Design Group, a gaming engineering firm based in Reno, Nevada, as a project coordinator, acting warehouse manager, acting shipping manager, acting materials manager, and project manager. Ms. Han Lombardi graduated from the University of Nevada, Reno, Nevada, majoring in logistics management, in December 2004. She completed a logistics internship with Mars, Inc. - Kal Kan, Reno, Nevada, during which she researched and analyzed the optimal utilization of logistics technicians; wrote ISO-9000 compliant procedures manuals for several positions; developed applied software capable of consolidating technician duties and reduced man hours; and made software revisions, situationally adapted software, revised key personnel duties and made various other recommendations. She was employed, from June 1997 through June 1999, by United Blood Services, Reno, Nevada, as a Senior Donor Care Specialist, with responsibility for the determination of donor eligibility based upon Federal guidelines; the administration of post-donation care; and the leadership of a special projects team engaged in maximizing efficiency and scope in the utilization of resources. From October 1992 through March 1997, Ms. Han Lombardi was employed in the position of Senior Customer Service Agent by the Eldorado Hotel and Casino, Reno, Nevada. In this position, she was responsible for customer service and development and the training of all departmental new hires. She was employed, from April 1991 through May 1992, by Sheraton Worldwide Reservations, Austin, Texas, as a Reservations Agent with responsibility for a database of over 500 properties. Ms. Han Lombardi attended the University of Texas, Austin, Texas, from September 1987 through May 1992.
Michael Vardakis, age 46, has served as director of our Company since January, 2005. Mr. Vardakis also served as President and Treasurer of Syntony Group, Inc. from March 20, 2003, to June, 2006. Mr. Vardakis has served as the Secretary and a director since August 9, 2001, and Treasurer since August 28, 2001, of Asyst Corporation, a publicly-held company and a "reporting issuer" under the Exchange Act, until his resignation from all of these positions in February, 2004. Mr. Vardakis is also presently serving as the President and a director of Gulf & Orient Steamship Company, Ltd., a reporting publicly-held company, since March 6, 2003. Since 1991, he has been employed as a salesman, and served as the Secretary, for AAA Jewelry & Loan, Inc. ("AAA Jewelry & Loan"), of Salt Lake City, Utah, a closely-held pawn brokerage business managed and co-owned by Terry S. Pantelakis, Mr. Vardakis' father-in- law. Since 1994, Mr. Vardakis has served as an executive officer, a director and a controlling
30
shareholder of Michael Angelo Jewelers, Inc. ("Michael Angelo Jewelers"), Salt Lake City, Utah, a closely-held retail jewelry business that he founded together with Angelo Vardakis, his brother. He has been a manager and a 50% owner of M.N.V. Holdings, LLC, Salt Lake City, Utah, a real estate holding company; from July, 1997 until April, 2002, Mr. Vardakis served as President and a director of Pawnbrokers Exchange, Inc., a "reporting issuer" under the Exchange Act, until 2001; and since November, 1997, Mr. Vardakis has been a manager and a member of M.H.A., LLC, Salt Lake City, Utah, a closely-held investment company co-owned together with his brother, Angelo Vardakis, among others. Since June 1996, Mr. Vardakis has served as a director and a controlling shareholder of TMV Holdings, Inc. ("TMV Holdings"), Sparks, Nevada, privately-held investment company that he co-owns with Vincent Lombardi. He has also been a manager and a member of two Salt Lake City, Utah, real estate holding companies, V Financial, LLC, and BNO, LLC, since December 1999 and January 1997, respectively. He attended the University of Utah, Salt Lake City, Utah, from 1983 through 1984.
Significant Employees
The Company has no employees who are not executive officers, but who are expected to make a significant contribution to the Company’s business.
Family Relationships
There are no family relationships between our officers and directors.
Involvement in Other Public Companies
Michael Vardakis is a director and the President of Gulf & Orient Steamship Company, Ltd., an issuer whose securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Involvement in Certain Legal Proceedings
During the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of ours:
(1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
31
(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(i) Any Federal or State securities or commodities law or regulation; or
(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Promoters and control person.
See the heading “Transactions with Related Persons” below.
Compliance With Section 16(a) of the Exchange Act
Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review during the fiscal year ended December 31, 2010, there were no reports required to be filed.
Code of Ethics
The Company adopted a Code of Conduct for our principal executive and financial officers. The Company’s Code of Conduct was filed as an exhibit to its Annual Report on Form 10-KSB for the calendar year ended December 31, 2005.
Corporate Governance
Nominating Committee
The Company has not established a Nominating Committee because, due to its lack of significant operations and the fact that the Company only has two directors and executive officers, it believes that it is able to effectively manage the issues normally considered by a Nominating Committee. If the Company does establish a Nominating
32
Committee in the future, it will disclose this change to its procedures in recommending nominees to its board of directors.
Audit Committee
The Company has not established an Audit Committee because, due to its lack of significant operations and the fact that the Company only has two directors and executive officers, it believes that it is able to effectively manage the issues normally considered by an Audit Committee.
ITEM 11: EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation ($) (h) | All Other Compensation ($) (i) | Total Earnings ($) (j) |
| Amee Han Lombardi President, Secretary, Treasurer, Director | 12/31/10 12/31/09 12/31/08 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 |
| Michael Vardakis Director | 12/31/10 12/31/09 12/31/08 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 |
33
Outstanding Equity Awards
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
__________________________________________________________________
Option Awards Stock Awards
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
| Amee Han Lombardi | None | None | None | None | None | None | None | None | None |
| Michael Vardakis | None | None | None | None | None | None | None | None | None |
Compensation of Directors
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Amee Han Lombardi | None | None | None | None | None | None | None |
| Michael Vardakis | None | None | None | None | None | None | None |
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The following tables set forth the share holdings of those persons who were principal shareholders of the Company’s common stock as of the dated of this Report.
Ownership of Principal Shareholders
| Title Of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common | Amee Han Lombardi | 2,000,000 - Direct | 96.4% |
34
Security Ownership of Management
The following table sets forth the share holdings of the Company’s directors and executive officers as of December 31, 2010:
Ownership of Officers and Directors
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
| Common | Amee Han Lombardi | 2,000,000 - Direct | 96.4 |
| Common | Michael Vardakis | 0 | 0% |
Changes in Control
There are no additional present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
Securities Authorized for Issuance under Equity Compensation Plans
| Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) |
|
| (a) | (b) | (c) |
| Equity compensation plans approved by security holders | None | None | None |
| Equity compensation plans not approved by security holders | None | None | None |
| Total | None | None | None |
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
The Company currently utilizes office space on a rent-free basis from Amee Han Lombardi, and shall do so until substantial revenue-producing operations commence. Management has deemed the rent-free space to be of nominal value.
The Company currently utilizes office space on a rent-free basis from a shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of nominal value.
Shareholders and other related parties had loaned $13,787 to the Company as of December 31, 2004, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.
Shareholders and other related parties loaned $23,800 to the Company during 2005, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.
Shareholders and other related parties loaned $17,100 to the Company during 2007, which is convertible to common stock at a rate of $0.10 per share. The effect of conversion on the loss per share calculation would be anti-dilutive,
35
as the Company incurred losses in each of the periods presented in the financial statements. Additionally, the Company recorded an interest expense of $17,100 for the conversion feature of the loans made during 2007.
Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company. These loans are demand notes and carry an interest rate of 24% per annum.
Shareholders and other related parties loaned $8,917 during 2009 to the Company. These loans are demand notes and carry an interest rate of 9-18% per annum.
Shareholders and other related parties loaned $5,000 during 2010 to the Company. These loans are demand notes and carry an interest rate of 10% per annum.
An individual loaned $7,300 during 2010 to the Company. This loan is a demand note and carries an interest rate of 9% per annum.
The Company incurred $9,105 and $8,329 in interest expense to related parties as of December 31, 2010 and 2009, respectively. As of December 31, 2010, the Company has an accrued interest liability of $40,682 on related party loans.
Except for those transactions noted above, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
Promoters and Certain Control Persons
See the heading “Transactions with Related Persons” above.
Parents of the Smaller Reporting Company
Amee Han Lombardi may be deemed to be a parent of the issuer due to her ownership of approximately 96.4% of its issued and outstanding shares.
Director Independence
The Company does not have any independent directors serving on its board of directors.
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended December 31, 2010 and 2009:
| Fee Category |
| 2010 |
| 2009 | |
| Audit Fees | $ | 15,120 |
| $ | 9,917 |
| Audit-related Fees | $ | 0 |
| $ | 0 |
| Tax Fees | $ | 0 |
| $ | 0 |
| All Other Fees | $ | 0 |
| $ | 0 |
| Total Fees | $ | 15,120 |
| $ | 9,917 |
Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Forms 10-
36
Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”
Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Company has not adopted an Audit Committee, therefore, there is no Audit Committee policy in this regard. However, the Company does not require approval in advance of the performance of professional services to be provided to the Company by its principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2010 contained in Item 8 above which are incorporated herein by this reference.
(a)(3) Exhibits. The following exhibits are filed as part of this Annual Report:
No. Description*
3.1 Articles of Incorporation, filed July 1, 1999**
3.2 Amended and Restated Articles of Incorporation, filed December 9, 2010***
3.3
Bylaws **
14 Code of Ethics****
31 Certification of Amee Han Lombardi, the Company’s President, Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Amee Han Lombardi pursuant to section 906 of the Sarbanes-Oxley Act of 2002
*Incorporated herein by reference.
**Attached as an exhibit to our SB-2 Registration Statement filed with the Securities and Exchange Commission on January 19, 2001
*** Attached as Appendix A to our Definitive Information Statement filed with the Securities and Exchange Commission on November 17, 2010
****Attached as an exhibit to our 10KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission on April 14, 2006
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HAN LOGISTICS, INC.
| Date: | March 31, 2011 |
| By: | /s/Amee Lombardi |
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| Amee Lombardi |
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| President, Secretary, Treasurer and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
HAN LOGISTICS, INC.
| Date: | March 31, 2011 |
| By: | /s/Amee Lombardi |
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| Amee Lombardi |
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| President, Secretary, Treasurer and Director |
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|
|
| Date: | March 31, 2011 |
| By: | /s/Michael Vardakis |
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| Michael Vardakis |
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| Director |
38