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EX-31 - 302 CERTIFICATION OF CEO - New Momentum Corp.ex311.htm
EX-3 - BYLAWS - New Momentum Corp.bylaws.htm
EX-31 - 302 CERTIFICATION OF CFO - New Momentum Corp.ex312.htm
EX-32 - 906 CERTIFICATION OF CEO - New Momentum Corp.ex32.htm
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EX-32 - 906 CERTIFICATION OF CFO - New Momentum Corp.exhibit322.htm

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, 2014


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.)


Unit 19, 35/F, Tower 1,

Millennium City 1, No. 388 Kwun Tong Road,

Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices)


(852) 2111 0810

 (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 [X]  No [  ] 


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:


 

 

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 $369, based on 368,500 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.


As of April 6, 2015, the issuer had 10,368,500 shares of common stock outstanding.


Documents incorporated by reference: See Part IV, Item 15 of this Report.





 

















Table of Contents



PART I

 

 

Item 1

Business

1

   Item 1A

Risk Factors

4

   Item 1B

Unresolved Staff Comments

4

   Item 2

Properties

4

   Item 3

Legal Proceedings

4

   Item 4

Mine Safety Disclosures

5

PART II

 

 

   Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5

   Item 6

Selected Financial Data

8

   Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

   Item 7A

Quantitative and Qualitative Disclosures About Market Risk

9

   Item 8

Financial Statements and Supplementary Data

10

   Item 9

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

21

   Item 9A

Controls and Procedures

21

PART III

 

 

   Item 10

Directors, Executive Officers and Corporate Governance

22

   Item 11

Executive Compensation

24

   Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

25

   Item 13

Certain Relationships and Related Transactions, and Director Independence

26

   Item 14

Principal Accountant Fees and Services

27

PART IV

 

 

   Item 15

Exhibits and Financial Statement Schedules

28

Signatures

 

29








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 our possible failure to successfully develop business relationships.


ITEM 1.  BUSINESS


Business Development


Han Logistics, Inc, was organized under the laws of the State of Nevada on July 1, 1999.  Our prior plans to engage in the logistics business were unsuccessful and we are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition.  In our present form, we are deemed to be a shell company seeking to acquire or merge with a business or company.  We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities or acquisitions, reorganizations or mergers may include all lawful businesses.  We recognize that the number of suitable potential business ventures that may be available to us may be extremely limited, and may be restricted as to acquisitions, reorganizations and mergers with businesses or entities that desire to avoid what such entities may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of “going public.”  The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell securities on behalf of the particular issuer, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the shareholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement them.


We are currently seeking potential assets, property or businesses to acquire. Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determine any particular industry in which we may engage in business operations.


Amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro forma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, that limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions.  These types of transactions are customarily referred to as “reverse” reorganizations or mergers in which the acquired company’s shareholders become the controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company.  Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company.  This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees.  In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expenses that are normally avoided by reverse reorganizations or mergers.  


Certain amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those that we may issue in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise whose management may wish to utilize the Company as a means of going public.  


Any of these types of transactions, regardless of their particular prospects, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in Han Logistics.



1







Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success.  These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business’ or company’s technological changes; the present financial condition, projected growth potential and available technical, financial and managerial resources of any such business or company; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such business’ or company’s management services and the depth of management; the business’ or the company’s potential for further research, development or exploration; risk factors specifically related to the business’ or company’s operations; the potential for growth, expansion and profit of the business or  company; the perceived public recognition or acceptance of the company’s or the business’ products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.


Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors.  Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.


Management will attempt to meet personally with management and key personnel of any entity providing any potential business opportunity afforded to us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management, these activities may be limited.  


We are unable to predict the time as to when and if we may actually participate in any specific business endeavor. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal shareholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals.  In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their affiliates. In this event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals.  Management does not presently intend to acquire or merge with any business enterprise in which any member has a prior ownership interest.


Our director and executive officer has not used any particular consultants, advisors or finders on a regular basis.


Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us.  Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a reorganization, merger or acquisition, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other shareholders.  There are presently no preliminary agreements or understandings between us and members of our management regarding such compensation.  Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or 12 months after we file the Form 10 information about the acquired company with the SEC as now required by Form 8-K.  These provisions could further inhibit our ability to complete the acquisition of any business or complete any merger or reorganization with another entity, where finders or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash or unless we agree to file a registration statement with the SEC that includes any shares that are to be issued to them, at no cost to them.  These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our shareholders retain following any such transaction, by reason of the increased expense.


Substantial fees are also often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $600,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal shareholders as consideration for their agreement to retire a portion of their shares of common stock or to provide an indemnification for all of the issuer’s prior liabilities.  Management may actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition.  It is not anticipated that any such opportunity will be afforded to other shareholders or that such other shareholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction.  In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any potential acquisition or merger by us and, accordingly, may also present a conflict of interest for such individuals. We have no present arrangements or understandings regarding any of these types of fees or opportunities.  Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the 2008 amendments to Rule 144.




2






As of the date hereof, we have not entered into any agreement with any business or company regarding the possibility of an acquisition, reorganization, merger or other business combination with us.


During the next 12 months, our only foreseeable cash requirements will relate to the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  We anticipate that these funds will be provided to us in the form of loans from management or the director of the Company.  There are no written agreements requiring such person to provide these cash resources.  


Business Description


None; not applicable.


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


Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger.  There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by the Company.


Sources and Availability of Raw Materials and Names of Principal Suppliers


None; not applicable.


Dependence on One or a Few Major Customers


None; not applicable.


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


Because we currently have no business operations and produce no products nor provide any services, we are not presently subject to any governmental regulation in this regard.  However, in the event that we complete a reorganization, merger or acquisition transaction with an entity that is engaged in business operations or provides products or services, we will become subject to all governmental approval requirements to which the reorganized, merged or acquired entity is subject or may become subject.


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



3



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 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 and 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


We did not spend any money on research and development during the period from January 1, 2013, through December 31, 2014.


Cost and Effects of Compliance with Environmental Laws


We do not believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.


Number of Total Employees and Number of Full-Time Employees


None.


Available 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.


ITEM 2:  PROPERTIES


Han Logistics maintains its offices pursuant to a verbal arrangement rent-free at the office of its director, Mr. Chu.  We expect that our present office arrangement will be adequate to meet our needs for the foreseeable future.


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.




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ITEM 4:  MINE SAFETY DISCLOSURES


None; not applicable.


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. Our shares of common stock are quoted 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.


 

 

 

Period

High

Low


January 1, 2013 through March 31, 2013


$0.02


$0.02


April 1, 2013 through June 30, 2013


None


None


July 1, 2013 through September 30, 2013


None


None


October 1, 2013 through December 31, 2013


None


None


January 1, 2014 through March 31, 2014


None


None


April 1, 2014 through June 30, 2014


None


None


July 1, 2014 through September 30, 2014


None


None


October 1, 2014 through December 31, 2014


None


None


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 have no intention to pay any dividends in the foreseeable future.




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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


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, 2014.


Rule 144


The following is a summary of the current requirements of Rule 144:


 

 

 

 

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.


Shell Companies


The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:


“(i)  Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.


(1)This section is not available for the resale of securities initially issued by an issuer defined below:


(i)   An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:



6




(A)No or nominal operations; and


(B)Either:


(1)   No or nominal assets;

(2)   Assets consisting solely of cash and cash equivalents; or

(3)   Assets consisting of any amount of cash and cash equivalents and nominal other assets; or


(ii)An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).


(2)Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.


(3)The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule.  The issuer may provide the Form 10 information in any filing of the issuer with the Commission.  The Form 10 information is deemed filed when the initial filing is made with the Commission.”


Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph, though the SEC has implied that these restrictions would not be enforced with respect to securities issued by a shell company while it was not determined to be a shell company.


Section 4(1) of the Securities Act


Since the Company is a shell company as defined in subparagraph (i) of Rule 144, its shares of common stock cannot be publicly resold under Rule 144 until the Company complies with the requirements outlined above under the heading “Shell Companies.”  Until those requirements have been satisfied, any resales of its shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, regardless of its availability; and such resales may be limited to the Company’s non-affiliates.  It is the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees.  See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.”


In addition, Rule 144 provides additional requirements for issuers that may be deemed to be “shell companies” within the definition of Rule 144(i)(1) thereof.  Rule 144(i)(1) defines a shell company as a company that is now or at any time previously has been an issuer with no or nominal operations and either:  (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.  Based on its lack of material operations and assets, we believe that the Company is a shell company within the meaning of the Rule.


For an issuer that is or at any time previously has been a shell company, Rule 144 will not be available for resales of restricted securities until the issuer:


(i)  has ceased to be a shell company;


(ii) is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(iii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and


(iv)  has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company.


Once all of these requirements have been met, and one year has elapsed from the filing of the issuer’s “Form 10 information,” restricted securities may then be sold in accordance with the above-referenced requirements of Rule 144.  This means that the holders of restricted securities of the Company will not be able to sell their shares until one year has elapsed from the date that we file the “Form 10 information” required by the Rule.  This requirement will significantly limit the ability of such stockholders to sell their shares for a significant period of time.



7




Use of Proceeds of Registered Securities


During the calendar year ended December 31, 2014, 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:  Ending October 31, 2014

None

None

None

None

Month #2:  Ending November 30, 2014

None

None

None

None

Month #3:  Ending December 31, 2014

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 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 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


The Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to the Company. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.


When and if a business will commence or an acquisition be made is presently unknown and will depend upon various factors, including but not limited to funding and its availability and if and when any potential acquisition may become available to the Company at terms acceptable to the Company.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process and could cost between $5,000 and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; the Company cannot assure you that it can raise funds if needed.


Liquidity and Capital Resources


As of December 31, 2014, we had total cash assets of $0.  We had total current liabilities of $539,775 and working capital deficit and stockholders’ deficit of $539,775.  Deficit accumulated during the development stage through December 31, 2014 totaled $660,677.  Our



8



 

 

Director is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern until it commences profitable operations, obtains outside sources of capital, or offers stock for cash.


Results of Operations


During the calendar years ended December 31, 2014 and December 31, 2013, we received total revenues of $0.  General and administrative expenses were $71,604 in the 2014 fiscal year, as compared to $34,890 in the 2013 period.  The loss from operations was $71,604 and $34,890, respectively, during these years.  


During the 2014 calendar year, other expenses totaled $17,059, of which $14,989 was interest expense to a related party and $2,070 was non-related party interest expense.  In the December 31, 2013, calendar year, the total other expenses totaled $14,798; $12,728 was interest expense to a related party and $2,070 was non-related party interest expense, respectively.  Net loss in calendar 2014 was $88,663, or $0.01 per share, as compared to net loss of $49,688, or $0.01 per share, in calendar 2013.


Off-Balance Sheet Arrangements


We had no off-balance sheet arrangements for the year ended December 31, 2014.


ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not required for smaller reporting companies.




9







ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Han Logistics, Inc.


TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm–AWC (CPA) Limited

11

Report of Independent Registered Public Accounting Firm–

Mantyla McReynolds, LLC

12

Balance Sheets-December 31, 2014 and 2013

13

Statements of Operations for the years ended December 31, 2014 and 2013

14

Statements of Stockholders’ Deficit for the years ended December 31, 2014 and 2013

15

Statements of Cash Flows for the years ended December 31, 2014 and 2013

16

Notes to Financial Statements

17-21












10









To:

The board of directors and stockholders of

Han Logistics, Inc.



Report of Independent Registered Public Accounting Firm



We have audited the accompanying balance sheets of Han Logistics, Inc. ("the Company") as of December 31, 2014 and the related statements of operations, stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audits provide a reasonable basis for our opinion.

 

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Han Logistics, Inc. as of December 31, 2014 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Hong Kong, China

/s/ AWC (CPA) LIMITED

April 15, 2015

Certified Public Accountants







 

11








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders        

Han Logistics, Inc.

Salt Lake City, Utah


We have audited the accompanying balance sheet of Han Logistics, Inc. as of December 31, 2013, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December 31, 2013. 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 audits.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Han Logistics, Inc. as of December 31, 2013, and the results of its operations and cash flows for the year ended December 31, 2013, 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         

April 14, 2014




12







 

 

 

 

HAN LOGISTICS, INC.

BALANCE SHEETS

December 31, 2014 and 2013

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

2014

 

2013

CURRENT ASSETS:

 

 

 

     Cash

 $                         -

 

 $                117

 

 

 

 

             Total Current Assets

               -

 

           117

 

 

 

 

TOTAL ASSETS

 $                         -

 

 $                117

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES:

 

 

 

     Accounts payable

 $               237,707

 

 $        208,645

     Accounts payable-Related party

             8,250

 

                8,250

     Accrued interest

             10,783

 

                8,713

     Accrued interest - Related parties

         89,506

 

              74,517

     Notes payable

        23,000

 

              23,000

     Notes payable - Related parties

    170,529

 

            128,104

 

 

 

 

             Total Current Liabilities

     539,775

 

            451,229

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

     Preferred stock, Class A Preferred Stock; $0.001 par value 175,000,000 shares

       authorized; no shares issued and outstanding

              -

 

              -

     Common stock, $0.001 par value; 500,000,000 shares authorized;10,368,500

       shares issued and outstanding

          10,369

 

              10,369

     Additional paid-in capital

        110,533

 

            110,533

     Accumulated deficit

    (660,677)

 

          (572,014)

 

 

 

 

             Total Stockholders' Deficit

      (539,775)

 

          (451,112)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $                           -

 

 $                117








The accompanying notes are an integral part of these financial statements.





13







 

 

 

 

 

HAN LOGISTICS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Revenues

 $                    -

 

 $                       -

 

 

 

 

 

 

Gross Revenues

              -

 

                    -

 

 

 

 

 

 

Operating Expenses

 

 

 

 

    General and administrative expenses

        71,604

 

             34,890

 

 

 

 

 

 

Total Operating Expenses

         71,604

 

         34,890

 

 

 

 

 

 

Loss from Operations

     (71,604)

 

        (34,890)

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

    Interest (expense)

      (2,070)

 

        (2,070)

 

    Interest (expense) - Related Parties

      (14,989)

 

               (12,728)

 

 

 

 

 

 

Total Other Income/(Expense)

     (17,059)

 

        (14,798)

 

 

 

 

 

 

Loss before Income Taxes

(88,663)

 

(49,688)

 

 

 

 

 

 

Provision for Income Taxes

-

 

-

 

 

 

 

 

 

Net Loss

 $       (88,663)

 

 $          (49,688)

 

 

 

 

 

 

Net Loss per Share Basic and Diluted

 $           (0.01)

 

 $              (0.01)

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

  Basic and Diluted

10,368,500

 

10,368,500

 





The accompanying notes are an integral part of these financial statements.





14






HAN LOGISTICS, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

YEARS ENDED DECEMBER 31, 2014 AND 2013


 

 

 

 

 

 

 

 

 

 

 

Capital Stock

 

Paid-in

 

Additional

Accumulated

 

Accumulated

 

Shares

 

Amount

 

Capital

 

Deficits

 

Net Deficit

BALANCE, December 31, 2012

10,368,500

 

    10,369

 

   110,533

 

    (522,326)

 

      (401,424)

Net loss for the year ended December 31, 2013

-

 

-

 

-

 

(49,688)

 

(49,688)

BALANCE, December 31, 2013

10,368,500

 

10,369

 

110,533

 

(572,014)

 

(451,112)

Net loss for the year ended December 31, 2014

-

 

-

 

-

 

(88,663)

 

(88,663)

BALANCE, December 31, 2014

10,368,500

 

$    10,369

 

$   110,533

 

$   (660,677)

 

$    (539,775)











The accompanying notes are an integral part of these financial statements.


15






 

 

 

 

 

HAN LOGISTICS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2014

 

2013

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net (loss) from operations

 $         (88,663)

 

 $         (49,688)

 

          Changes in assets and liabilities:

 

 

 

 

              Increase in accounts payable

              29,062

 

              16,921

 

              Increase in accrued expenses

              17,059

 

              14,797

 

 

 

 

 

 

             Net cash (used in) operating activities

            (42,542)

 

            (17,970)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

    Increase in notes payable-related parties

              42,425

 

              17,950

 

 

 

 

 

 

             Net cash provided by financing activities

              42,425

 

              17,950

 

 

 

 

 

 

             Net (decrease) in cash

                    (117)

 

                    (20)

 

 

 

 

 

 

CASH AT BEGINNING OF THE YEAR

                   117

 

                   137

 

 

 

 

 

 

CASH AT END OF THE YEAR

 $                     -

 

 $                117

 

 

 

 

 

 

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.



16

 


 

HAN LOGISTICS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

 

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 namely the development, marketing and delivering of logistical analysis, problem solving and other logistics services and general business services.  The Company is currently seeking any business opportunities that may exist.  The Company was incorporated under the laws of the State of Nevada.  

 

On February 12, 2015, Michael Vardakis, the then major shareholder, entered into a Stock Purchase Agreement with Kin Hon Chu ("New Majority Shareholder") wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares.  The aggregate purchase price paid was $400,000.

 

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 with established financial institutions.

 

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, 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.

 

The Company designates cash equivalents 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, 2014 and 2013, approximated fair value at those times.

 

Fair value of financial instruments: The carrying amounts of financial instruments, including cash, accounts payable, and accrued expenses approximated fair value as of December 31, 2014 and 2013 because of the relative short term nature of these instruments.

 

Revenue Recognition

 

The Company recognizes revenue, in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenue is generally recognized when it is realized and earned.  Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.  See Recent Accounting Pronouncements note below for updates to Revenue Recognition.

 


 

17

 



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.


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 statements of operations.


The Company records interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of December 31, 2014 and 2013, the Company had no accrued interest or penalties related to uncertain tax positions. The company also did not have any uncertain tax benefits during these years. The tax years 2014, 2013 and 2012 remain 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 year ended December 31, 2014, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.


Recent Accounting Pronouncements


From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.


Update No. 2014-09 – Revenue from Contracts with Customers (Topic 606)

·

Section A – Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs – Contracts with Customers (Subtopic 340-40)

·

Section B – Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables

·

Section C – Background Information and Basis for Conclusion


The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps:


Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.


For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.  Due to lack of revenues in the periods presented, the Company believes the amendment no financial effect to its financials upon adoption.




18



Update No. 2014-10 – Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to Variable Interest Entities Guidance in Topic 810, Consolidation

 

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

 

Finally, the amendments remove paragraph 810-10-15-16.  Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.  Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 are required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations.  Because the term development stage entity is used in paragraph 810-10-15-16, the definition of a development stage entity has been removed from the Master Glossary concurrent with the effective date of the amendment removing paragraph 810-10-15-16.

 

The amendments related to the elimination of inception-to-date information and the other remaining disclosure of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively.  For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  The Company adopted this amendment to its financials in the current reporting period.  The amendment is strictly presentation of the financial statements of development companies and has no financial effect on the statements presented herein.


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 $88,663 (from operations) for the year ended December 31, 2014.  It also sustained operating losses in prior years as well.  These factors raise substantial doubt as to its ability to remain a going conern and 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.

 

NOTE 4 – Income Taxes


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.

 

 

 

 

 

 

 

 

 

 

 2014:

Balance

Rate

Tax

 

Federal loss carryforward

 

$620,078

 

        34%

 

 $         210,827

Valuation allowance

 

 

       (210,827)

       Deferred tax asset

 

 

   $                    -

 

 

 

 

 

 

 2013:

Balance

Rate

Tax

 

Federal loss carryforward

 

$531,415

 

        34%

 

      $         180,681

Valuation allowance

 

 

       (180,681)

       Deferred tax asset

 

 

   $                     -

 


 

A reconciliation between expected and actual tax liability is presented below.


 

 

 

 

2014

2013

Expected (Benefit) – Federal rate 34%

$            (30,145)

$       (16,894)

 

 

 

Effect of:

 

 

   Valuation allowance

        30,145  

16,894

Total Actual Provision

$                        -

$                   -

 

As of December 31 2014, the Company has unutilized tax losses of $620,078 (2013: $531,415). Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in February 2015.


 

19



 

NOTE 5 – Common Stock


On July 1, 1999, the Board of Directors authorized a stock issuance totaling 10,000,000 shares of common stock to an officer of the Company for cash consideration of $27,000, or $0.0027 per share.


During 2005, the Company issued 267,500 shares of common stock under this offering for gross proceeds of $53,500. Against the proceeds of the offering, $20,398 of stock issuance costs was offset against additional paid-in capital.


During 2006, the Company issued 101,000 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 shares.  The Company also authorized a new class of preferred stock of 175,000,000 shares, par value $.001.  The Board of Directors may determine the powers, preferences and rights of any series of preferred shares.


On or about June 15, 2011, the Company effected a stock dividend of five for one of our outstanding common stock.  The stock dividend was treated as a stock split due to the accumulated deficit.  These financial statements have been retroactively adjusted for the stock dividend.



NOTE 6– Related Party Transactions

 

The Company currently utilizes office space on a rent-free basis from a director and shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of no nominal value.

A related party had loaned $13,387 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.


A related party 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.


A related party 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.  


As of December 31, 2014 and 2013, the outstanding note payable to a director of $8,700 and $2,500 that available to the Company during 2008 and 2007, respectively, are demand notes and carry an interest rate of 24% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties of $8,917 that available to the Company during 2009 are demand notes and carry an interest rate of 9% -18% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $5,000 that available to the Company during 2010 are demand notes and carry an interest rate of 9% - 10% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties loaned $15,850 that available to the Company during 2011 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $14,500 that available to the Company during 2012 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $17,950 that available to the Company during 2013 are demand notes and carry an interest rate of 9% per annum.


During 2014, a director loaned $42,425 to the Company.  These loans are demand notes and carry an interest rate of 9% per annum.


The Company recorded an interest expense of $14,989 and $12,728 on the related party notes listed above for the years ended December 31, 2014 and 2013.  As of December 31, 2014 and 2013, the Company owed $89,506 and $74,517 in accrued interest on these notes, respectively.


As of December 31, 2014, total notes payable to the related parties and accrued interests amounted to $205,348 in the aggregate. Subsequent to the yearend date, the New Majority Shareholder settled $118,331 to the related parties and the remaining outstanding balance of $87,017 was released by the related parties.


NOTE 7– Note Payable


An independent party loaned $9,700 to the Company on March 12, 2008.  The note is unsecured, due upon demand and has an interest rate of 9%.


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.


During 2011, an individual loaned $6,000 to the Company.  The note is a demand note and carries an interest rate of 9%.  The note is unsecured.


The Company recorded an interest expense of $2,070 and $2,070 on the notes listed above for the years ended December 31, 2014 and 2013.  As of December 31, 2014 and 2013, the Company owed $10,783 and $8,713 in accrued interest on these notes.


As of December 31, 2014, the above notes payable together with accrued interests amounted to $88,470 in aggregate. Subsequent to the year end date, the New Majority Shareholder settled $63,000 and the remaining outstanding balance of $25,470 were released by the creditors.


NOTE 8 – Subsequent Event


On February 12, 2015, Michael Vardakis entered into a Stock Purchase Agreement with Kin Hon Chu wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares.  Mr. Chu paid $4,406.61for this control block of shares and also paid off all of the existing liabilities of the Company.  Accordingly, subsequent to the year end date and up to the date of this report, certain liabilities of $236,959 in the aggregate, including those notes payable as disclosed in note 7 and note 8, were released by the creditors as a result of the change in ownership.



20



ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


(1) Previous Independent Auditors


On April 6, 2015, the Company filed an 8-K Item 4.01 announcing Changes in the Company's Certifying Accountant.  On March 31, 2015, the Company opted to change accounting firms for purposes of independent auditing, and subsequently released Mantyla McReynolds, LLC (Mantyla) as its independent registered accounting firm. On March 31, 2015, the Company engaged AWC (CPA) Limited of Hong Kong, as its new independent registered public accountant.

ITEM 9A:  CONTROLS AND PROCEDURES


The Company’s management, with the participation of our principal executive officer 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 principal executive officer and principal financial officer 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, 2014.  In making this assessment, the Company’s management used the criteria set forth by



21






the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).  Based on this evaluation, our management, with the participation of the President and Vice President, concluded that, as of December 31, 2014, 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 of 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, 2014.


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 2014 fiscal year.



PART III


ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Identification of Directors and Executive Officers


The following table sets forth the name of the current director and executive officer of the Company. This person will serve until the next annual meeting of the stockholders or until his successors are elected or appointed and qualified, or his 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

4/19/2012

4/19/2012

4/19/2012

 

Director

01/99

4/19/2012

Michael Vardakis

President

Secretary

Treasurer

04/12

04/12

04/12

02/13/2015

02/13/2015

02/13/2015

 

Kin Hon Chu

Law Wai Fan

Marie Huen Lai Chun

Cheng Kin Ning

Director

Director

CEO

COO

CFO

01/05

02/13/2015

02/13/2015

02/13/2015

02/13/2015

03/03/2015

*

*

*

*


* This person presently serves in the capacities indicated.


Background and Business Experience


Mr. Chu, age 27, is now a director of the Company. He received his Bachelor of Arts degree in Marketing and Management from the University of Hull. Since 2012, he has been the General Manager of Foshan Eason Investment Management Company Limited, a company that specializes in financial services, property investment, and education services. From 2010 to 2012, he was the General Manager of Wharton Success Investment Management Company Limited. From 2008 to 2010, he was an Account Manager at Emperor Financial Services Group. From 2005 to 2007, he was a freelance Analyst for an investment company.


Ms. Law, age 28, is the new Chief Executive Officer of the Company. She received her Master of Social Sciences degree in Social Work from Hong Kong Baptist University in 2011. Prior to that, in 2009, she received her Bachelor of Social Sciences degree in Counseling and Psychology, with honors.  She is a Registered Counselor with the Asian Professional Counseling Association, is a Practitioner of Projective Drawing Art in Assessment with the Unleashing Mind Professional Counseling Academy, and is a Registered Social Worker. Since 2012, she has been a Social Worker and Case Worker at the Christian Family Services Centre’s Centre for Adolescent Mental Health Prevention and Intervention. From 2011 to 2012, she was a Social Worker at New Life Psychiatric Rehabilitation Association’s Chuk Yuen Halfway House. From 2009 to 2011 she was a Counselor at Wesley College.



22




Mr. Cheng, age 30, is the new Chief Financial Officer of the Company. He received his Bachelor of Arts degree in Accounting from the University of South Australia. He is a member of the Hong Kong Institute of Accredited Accounting Technicians, the Association of Chartered Certified Accountants, the Hong Kong Securities and Investment Institute and LCCI. Since 2013, he has served as the head of the accounting department at Eason Property Investment Limited. Prior to that time, from 2011 to 2013, he was a financial officer at East Group Limited.


Ms. Huen, age 28, is the new Chief Operating Officer of the Company. She received a Bachelor of Art degree in Fashion and Textiles from the Hong Kong Polytechnic University. Since 2013, she has been the Event and PR Manager at the Alchemist Café Bistro Ltd. From 2012 to 2013, she was a Project Consultant and Owner of Thus Productions and was a freelance fashion stylist. From 2010 to 2012, she was a Fashion Executive with the Hong Kong Trade Development Council. From 2009 to 2010, she was the Store Manager of Cotton On Hong Kong Ltd.


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


None of our officers or directors are involved in similar positions with other public companies.


Involvement in Certain Legal Proceedings


During the past ten years, no director, promoter or control person:


·

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer 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;

·

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

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 or her from or otherwise limiting the following activities:


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;


Engaging in any type of business practice; or


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;


·

was the subject of any order, judgment or decree, not subsequently reverse, 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 the preceding bullet point, or to be associated with persons engaged in any such activity;

·

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

·

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;

·

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:


any Federal or State securities or commodities law or regulation; or




23




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


any law or regulation prohibiting mail or wire fraud in connection with any business activity; or


·

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, 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, 2013, 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 one director and executive officer, it believes that it is able to effectively manage the issues normally considered by a Nominating Committee. If the Company does establish a Nominating 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 one director and executive officer, 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)

Michael Vardakis President,

Secretary,

Treasurer and

Director

12/31/14

12/31/13

12/31/12

12/31/11

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0




24






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)

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)

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 date 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

Kin Hon Chu

8,813,225 - Direct

85%




25






Security Ownership of Management


The following table sets forth the share holdings of the Company’s directors and executive officers as of February 24, 2015:


Ownership of Officers and Directors


 

 

 

 

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Common

Kin Hon Chu

Director

8,813,225 – Direct

85%

Common

Law Wai Fan

Chief Executive Officer

0

0%

Common

Cheng Kin Ning

Chief Financial Officer

0

0%

Common

Marie Huen Lai Chun

Chief Operating Officer

0

0%


Changes in Control


On February 12, 2015, Michael Vardakis entered into a Stock Purchase Agreement with Kin Hon Chu wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares. Mr. Chu paid $4,406.61for this control block of shares and also paid off all of the existing liabilities of the Company in the amount of $395,593.39. The aggregate purchase price paid was $400,000.


The closing of the Stock Purchase Agreement was conditioned on the delivery of certain financial information by Mr. Vardakis to Mr. Chu. One-half of the proceeds of the sale of the stock were held in escrow pending the delivery of the financial information by Mr. Vardakis and the approval and acceptance of the financial information by Mr. Chu. On February 24, 2015, Mr. Chu confirmed that the financial information was adequate and the remaining purchase price was released from the escrow and delivered to Mr. Vardakis. The transaction was considered closed on February 24, 2015.


As a result of this acquisition, Mr. Chu became the majority stockholder 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 a shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of nominal value.

 

A related party had loaned $13,387 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.


A related party 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.


A related party 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.  

 

As of December 31, 2014 and 2013, the outstanding note payable to a director of $8,700 and $2,500 that available to the Company during 2008 and 2007, respectively, are demand notes and carry an interest rate of 24% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties of $8,917 that available to the Company during 2009 are demand notes and carry an interest rate of 9% -10% per annum.




26






As of December 31, 2014 and 2013, the outstanding note payable to a director of $5,000 that available to the Company during 2010 are demand notes and carry an interest rate of 9% - 10% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties loaned $15,850 that available to the Company during 2011 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $14,500 that available to the Company during 2012 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $17,950 that available to the Company during 2013 are demand notes and carry an interest rate of 9% per annum.


During 2014, a director loaned $42,425 to the Company.  These loans are demand notes and carry an interest rate of 9% per annum.


The Company recorded an interest expense of $14,989 and $12,728 on the related party notes listed above for the years ended December 31, 2014 and 2013.  As of December 31, 2014, the Company owed $89,506 in accrued interest on these notes.


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


Kin Hon Chu may be deemed to be a parent of the issuer due to her ownership of approximately 85% 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, 2014 and 2013:


 

 

 

 

 

 

Fee Category

 

2014

 

2013

Audit Fees - Mantyla McReynolds, LLC

 

$

 

18,000

 

 

$

 

15,200

Audit-related Fees

$

0

 

$

0

Tax Fees

$

0

 

$

0

All Other Fees

$

0

 

$

0

Total Fees

$

18,000

 

$

15,200


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-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.


 



27




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, 2014, 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.              Description1


3.1

Articles of Incorporation, filed July 1, 19992

3.2

Amended and Restated Articles of Incorporation, filed December 9, 20103

3.3

Bylaws

4.1

Promissory Note dated March 30, 20054

14

Code of Ethics5

31.1

Certification of Law Wai Fan, the Company’s Chief Executive Officer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2

32.1

Certification of Cheng Kin Ning, the Company’s Chief Financial Officer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Certification of Law Wai Fan pursuant to section 906 of the Sarbanes-Oxley Act of 2002

32.2                Certification of Cheng Kin Ning pursuant to section 906 of the Sarbanes-Oxley Act of 2002


101 INS

XBRL Instance Document6

101 PRE

XBRL Taxonomy Extension Presentation Linkbase Document6

101 LAB

XBRL Taxonomy Extension Label Linkbase Document6

101 DEF

XBRL Taxonomy Extension Definition Linkbase Document6

101 CAL

XBRL Taxonomy Extension Calculation Linkbase Document6

101 SCH

XBRL Taxonomy Extension Schema Document6


(1)  Incorporated herein by reference.

(2)  Attached as an exhibit to our SB-2 Registration Statement filed with the Securities and Exchange Commission on January 19, 2001.

(3)  Attached as Appendix A to our Definitive Information Statement filed with the Securities and Exchange Commission on November 17, 2010.

(4)  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.

(5)  Attached as an exhibit to our 10K/A for the year ended December 31, 2010, filed with the Securities and Exchange Commission on December 23, 2011.

(6)  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.




28






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:

April 16, 2015

 

By:

/s/ Law Wai Fan

 

 

 

 

Law Wai Fan

 

 

 

 

Chief Executive Officer


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:

April 16, 2015

 

By:

/s/ Cheng Kin Ning

 

 

 

 

Cheng Kin Ning

 

 

 

 

Chief Financial Officer






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