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This document attempts to describe the Span-Hansa Group, its members, our philosophies, and some of our business criteria. The organization originated in 1981, is flexible, international, entrepreneurial, and comprised of several commonly owned entities or associated companies operating in various jurisdictions.

The Group began as a private organization and has been operating primarily to serve the internal business needs of the Group and its close associates. Since then, it has developed professional staff and systems dealing with finance, accounting, corporate administration, computing, brokerage, banking, international marketing, and of course, the Internet. Many of these services, such as private, merchant or investment banking, are arranged on a selective commercial basis where the Group has participation in the venture. The Hansa Bank & Trust Company no longer offers retail banking and has changed its name to Hansa Company Limited.

Our philosophy and practices differ from most "offshore" organizations as follows:

  • we insist on active, resident, "mind, management and control" in the international business venture;

  • we adhere to strict legal and accounting standards which moderate, if not obviate, the need for secrecy; and

  • we undertake only corporate scale ventures and do not serve private clients with only passive income sources.

    We discourage nominee, shell companies and bearer share structures and caution persons pursuing those services to seek legal advice in their own country before proceeding. In terms of the scale of ventures, our 'rule of thumb' is that the business venture should be capable of earning at least US$200,000 annually before considering proper international structuring.

    The cost of setting up a complete international structure will vary from as little as ten thousand dollars to as much as several hundred thousand dollars. This must include considerable domestic and international legal and accounting advice.

    Up to one hour of free advice will be provided to assess whether our services can add value to the venture. We may then require a minimum retainer of US$5000 which is normally applied against set-up fees if the project proceeds. At the end of the review we may recommend one of three levels of involvement by the Span-Hansa Group:

  • advice and counsel at hourly charges, with specific services from one or more of the Group companies, or

  • engagement of one of our associated administrative services companies which provides a number of standard, well-researched structures such as export sales corporations or Internet content providers requiring modest management and administration. These organizations ordinarily provide only non-executive directorships; or

  • equity participation, extensive management involvement, travel, and active working executive directorships for the structure involved.

    An appropriate monthly or annual retainer for set-up and first year costs is required when one of the three levels of involvement is chosen.


    PARTICIPATION CRITERIA


    Since our origination in 1981, the Span-Hansa Group has been involved in many complex international transactions. It has become apparent that certain characteristics of both the ventures and of the participants or clients must be present for the project to make good business sense. We look for qualities, attitudes and conduct which will avoid conflicts either among the participants or with inter-governmental, legal or accounting requirements. Our foremost concern is that we comply in every way with our own laws and that we respect those of other countries where the venture may do business. We do not support any business ventures that rely solely on secrecy. And, the Span-Hansa Group does not act in the capacity of nominee for directorships. Unless there is sustained active business management and involvement, the Group prefers that clients seek the services of others who specialize in nominee roles or bearer shares.

    The principle characteristics of the associates or clients with whom we participate are as follows:

    1. Reputation: business and legal track record, references, qualifications.

    2. Personality: compatible with the Group and its legal and accounting advisors.

    3. Understanding of, and commitment to, legitimate business transactions.

    4. Communication: forthright, complete, open, and Internet literate.

    5. Scale of business operation: mature and sufficient to meet all goals.

    6. Synergy with other Span-Hansa ventures: must not conflict or detract.

    7. Risk: low, in terms of time, finance, and invention.

    8. Advisors: acceptable, tested, familiar with the venture and the jurisdictions.

    9. Significant others: acceptable business partners, employees, and associates.

    10. Participation: the expected profit return to the Span-Hansa Group.

    11. Recoveries: fees, time, and disbursements of the Span-Hansa Group; paid timely.

    12. Scrutiny: able to withstand government, banking, or legal audits.


    PROJECT REVIEW SUMMARY


    We would like to help you qualify. To assist in the evaluation of any project, business, or venture, please provide data on each of these eleven topics:

    1. PROJECT NAME
    Your venture may not be a corporate entity as yet, but please give us a name that we can use for reference.

    2. BRIEF DESCRIPTION
    Tell us what the business or the product does, how you intend to market it, who your audience is, why it is a good business, and who your competitors are.

    3. PARTICIPATION SOUGHT
    What do you need? Equity? Loans? Strategic partnerships? Technical expertise? Company management only?

    4. PROJECTIONS / REVENUE
    Any historical or projected financial data would be helpful.

    5. PARTICIPANTS
    What is the capital, management, and contractual structure that currently exists?

    a) Management / Principals
    (names, backgrounds, experience, financial strength)

    b) Other Investors / Creditors

    c) Contractual arrangements (licences, patents and in particular, any international structures, branches, agents, etc. already in place).

    6. RISKS / CRITICAL SUCCESS FACTORS
    Your list of the top five would be helpful.

    7. VETTED BY...ACCOUNTING / LEGAL
    Any opinions, and the names of these advisors would be appreciated.

    8. TIMING
    Are there any critical events such as an impending international order or contract?

    9. DOCUMENTS AVAILABLE
    Technical analysis, business plans, appraisals; don't send them yet, just let us know what is available.

    10. SPAN-HANSA GROUP PARTICIPATION / ROLE
    What do you expect of us?

    11. LEADER / SPONSOR
    Who is the main contact and with what authority?


    TERMS OF ENGAGEMENT


    We are pleased to accept investors and associates conforming to the Span-Hansa Groupís Participation Criteria.

    Among other important criteria, the associateís business venture should demonstrate these characterisics:

    -Each venture must support expectations of agreed overall returns.
    -Provision for adequate legal and accounting advice plus the Group's fees
    (these may total as much as US$10,000-US$25,000 per year or more depending upon structure complexity)
    -Sustained qualification under our Participation Criteria.

    Certain Span-Hansa Group entities may also earn revenue percentages, spreads or transaction fees based upon their involvement.

    It is the Groups objective to render accounts which accurately reflect the value of our services, bearing in mind a number of factors including:

    -The value to the client.
    -The quality of service.
    -The level of skill and responsibility required.
    -The amount of money, value, or property involved.
    -The degree of success achieved against predetermined goals.
    -The time devoted, including circumstances of urgency.

    All services are invoiced in advance for minimum annual estimates to cover administrative services, accounting, office space, and other identifiable costs. Variations are monitored monthly and either adjusted as to the level of service or surcharged at agreed amounts.

    Management and Directors fees are established for an annual term and are also payable in advance. Minimum fees provide only for non-executive directorship level participation. Management time beyond the non-executive directorship duty level may be billable at hourly rates ranging from $100 to to $400 per hour depending upon the principal involved. Senior accounting or administrative clerks bill $75 per hour; other administrative staff bill $50 per hour.

    Office facilities are provided by the Group and rent must be paid in advance together with any fixed asset expenditures such as telephone or fax equipment, furniture, or unique computer systems.

    During the initial meetings with the Span-Hansa Group, significant proprietary and confidential data need to be exchanged. The parties must mutually agree to maintain the confidentiality of all working documents and information and to return same to their source should final contracts not be consummated.

    The client must engage and bear the cost of his own domestic legal or accounting counsel directly. Span-Hansa Group may also obtain, at the clientís expense, independent opinions that it deems prudent and necessary to request.

    Upon receipt of a minimum initial retainer of $2,500, the Project Summary and our due diligence questionnaire, our engagement will commence. If a contract is accepted within thirty days of the recommendation of the Span-Hansa Group, the retainer will be applied to the structure set-up fees. Absent that acceptance, the retainer will be deemed to have been earned. Any additional billable time and expense incurred will be payable immediately.

    The client must confirm that he has read and understood the Span-Hansa information contained in this Web site in its entirety as well as Management Agreements, the Group's Terms and General Conditions and acknowledge in writing that he is in agreement with the terms, conditions, and philosophies expressed therein. Your acceptance is included as part of our due diligence questionnaire.



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