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Item 5. Market for Registrant’s Common Equity

2023-05-15 compared with 2011-12-23 · 24 added, 129 removed, 3 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no established trading market for our shares of common stock.

We are listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority (FINRA) under the symbol HANO;

however, management does not expect any established trading market to develop unless and until we have material operations.

In any event, no assurance can be given that any market for our common stock will develop or be maintained.

If a public market ever develops in the future, the sale of unregistered and restricted shares of common stock pursuant to Rule 144 of the Securities and Exchange Commission by members of management or others may have a substantial adverse impact on any such market.

All of these persons have satisfied the six-month holding period requirement of Rule 144.

Set forth below are the high and low closing bid prices for our common stock for each quarter of our two most recently completed fiscal years.

These bid prices were obtained from Pink Sheets, LLC, formerly known as the National Quotation Bureau, LLC, All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

January 1, 2009 through March 31, 2009

April 1, 2009 through June 30, 2009

July 1, 2009 through September 30, 2009

October 1, 2009 through December 31, 2009

January 1, 2010 through March 31, 2010

April 1, 2010 through June 30, 2010

July 1, 2010 through September 30, 2010

October 1, 2010 through December 31, 2010

The Company currently has 53 shareholders, not including an indeterminate number who may hold shares in street name.

Holders of shares of common stock are entitled to share pro rata in dividends and distributions with respect to the common stock when, as and if declared by the Board of Directors out of funds legally available therefor.

We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business.

Future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and the financial condition of Han Logistics.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Since July 27, 2020, our common stock has been quoted on the OTCPink tier of the OTC Markets Group Inc., under the symbol “NNAX.” Between August 26, 2015 and July 26, 2020, our common stock was quoted on the OTCQB and/or OTCPink, tiers under the stock symbol “EKKH.” On April 8,, 2022, the closing bid price on the OTCPink tier for our common stock was $0.0193.

As of April 14, 2023, there were 190,782,774 shares of common stock issued and outstanding held by approximately 116 stockholders of record, and 1 share of preferred stock or Series A Preferred Stock issued or outstanding.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends.

The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

we would not be able to pay our debts as they become due in the usual course of business;

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation.

Recent Sales of Unregistered Securities

Use of Proceeds from Registered Securities

We did not issue any unregistered securities during the calendar year ended December 31, 2010.

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.

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;

(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 issuers 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.

Use of Proceeds of Registered Securities

During the calendar year ended December 31, 2010, we did not receive any proceeds from the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers

ISSUER PURCHASES OF EQUITY SECURITIES

(a) Total Number of Shares (or Units) Purchased

(b) Average Price Paid per Share (or Unit)

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs

Month #1 October 1, 2010

Month #2 November 1, 2010

Month #3 December 1, 2010

There are no unreported sales of equity securities at December 31, 2022.

Securities Authorized for Issuance Under Equity Compensation Plans

On October 14, 2020, the Board of Directors of the Company approved and adopted the terms and provisions of a 2020 Stock Incentive Plan for the Company.

Pursuant to the terms of the Plan, the maximum number of shares of Common Stock available for the grant of awards under the Plan shall not exceed 20,000,000.

During the year ended December 31, 2020, the Company granted 19,400,000 shares of common stock to directors, officers, and consultants.

During the year ended December 31, 2021, the Company granted 250,000 shares of common stock to consultants.

Penny Stock Regulations

The SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share.

Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.00 million, or annual incomes exceeding $0.20 million individually, or $0.30 million, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction.

Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market.

The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.

Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2022.

SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

When used in this Annual Report, the words may, will, expect, anticipate, continue, estimate, project, intend, and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect Han Logistics future plans of operations, business strategy, operating results, and financial position.

Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Such factors are discussed further below under Trends and Uncertainties, and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

We propose to develop, market and deliver logistical analysis, problem-solving and other logistics services to business customers.

Han Logistics is in the development stage.

Through the date hereof, we have not yet generated

material service revenue and we have realized a net loss from operations.

We generated $0 in revenue during the calendar year ended December 31, 2010, compared to $376 in revenues during the year ended December 31, 2009.

Operating expenses for the year ended December 31, 2010 and 2009, and the period from inception through December 31, 2010, totaled $50,485, $42,078 and $350,243, respectively.

Our net losses during the calendar years ended December 31, 2010 and 2009 were $60,722 and $50,904.

For the period from inception through December 31, 2010, we had total revenues of $12,007 and a net loss of $422,913.

There can be no assurance that we will achieve commercial acceptance for any of our proposed logistics services in the future;

that future service revenue will materialize or be significant;

that any sales will be profitable;

or that we will have sufficient funds available for further development of our proposed services.

The likelihood of our success will also depend upon our ability to raise additional capital from equity and/or debt financing;

to absorb the expenses and delays frequently encountered in the operation of a new business;

and to succeed in the competitive environment in which we will operate.

Although management intends to explore all available alternatives for equity and/or debt financing, including, but not limited to, private and public securities offerings, there can be no assurance that we will be able to generate additional capital.

Our continuation as a going concern is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis and, ultimately, to achieve profitability.

Presently, our goal is to continue development of overseas logistics services, In order to further this objective we are pursuing a custom broker's license and will offer this service in addition to the services presently offered.

This will allow us to assist importers and exporters in meeting Federal requirements governing imports and exports in addition to facilitating our own operations.

Our logistics services will focus primarily on Southeast Asian markets.

Liquidity and Capital Resources

As of December 31, 2010, we had total cash assets of $282.

We had total current liabilities of $302,293 and working capital deficit and stockholders deficit of $302,011.

Deficit accumulated during the development stage through December 31, 2010 totaled $422,913.

Results of Operations

During the calendar year ended December 31, 2010, we received total revenues of $0.

During the calendar year ended December 31, 2009, we received total revenues of $376, , all of which came from a related party.

General and administrative expenses were $50,485 in the 2010 fiscal year, as compared to $41,882 in the 2009 period.

Depreciation expense totaled $0 and $196, respectively, in the calendar years ended December 31, 2010, and 2009.

Net operating loss was $50,485 and $41,702, respectively, during these periods.

During the 2010 calendar year, other expenses totaled $10,237, of which $9,105 was interest expense to a related party and $1,132 was non-related party interest expense.

In the December 31, 2009, calendar year, these figures were $8,329 and $873, respectively.

Net loss in calendar 2010 was $60,722, or $0.03 per share, as compared to net loss of $50,904, or $0.02 per share, in calendar 2009.

Our financial statements are presented on the basis that Han Logistics is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time.

The Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan.

These factors raise substantial doubt about our ability to continue as a going concern.

Our future success will be dependent upon our ability to provide effective and competitive logistical analysis, problem-solving and other logistics services that meet customers' changing requirements.

Should Han Logistics' efforts to raise additional capital through equity and/or debt financing fail, Amee Han Lombardi, our President/Secretary/Treasurer, is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern.

Han Lombardi has the capacity to fund Han Logistics at current levels, she has no obligation to do so.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the year ended December 31, 2010.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity