HW Holdings Inc. (fka HHWW)

[samsamsamiam]

Lone Star Capital Limited
(formerly Stone Holdings
Corporation Limited)
16E, Neich Tower, 128
Gloucester Road, Wanchai,
Hong Kong

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Chung, Eric [e-mail]
2501 Pacific Tower Roppongi
7-6-18 Roppongi, Minato-ku
Tokyo, UK 106-0032
Japan
819085692830


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http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7540409

Suppliers and Production

We currently use a single supplier, Stone Corporation Inc. d/b/a/ Stone Japan, for the design and manufacture of all apparel and accessory products. Stone Corporation Inc. is organized and operates in Japan, and is 80% owned by Lone Star Capital Limited, a Hong Kong company and our principal share holder, and 20% owned by Master Horiyoshi III. To date, because of the limited size and variety of our product output to date, we have not required additional suppliers. Additionally, we believe that the risk of losing our current supplier is negligible because of our historical relationship with each other and common ownership. If we succeed in significantly expanding our product line and distribution, we may require additional suppliers for the purposes of satisfying sales demands or safeguarding our product supply. We do not own any production facilities and do not currently source our own fabrics and materials for fabrication. All material sourcing and production to date has been performed by our sole supplier on a contract basis.


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http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7540409

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as disclosed below, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

As of June 30, 2010, our Company was obligated to Eric Kyu Tae Chunga Director of Horiyoshi the Third Limited, for a non-interest bearing demand loan with a balance of $18,480. The Company plans to pay the loan back as cash flows become available.

As of June 30, 2010, our Company was obligated to Steve Sang Keun Suk, a Director of Horiyoshi the Third Limited, for a non-interest bearing demand loan with a balance of $690,718. The Company plans to pay the loan back as cash flows become available.

On September 17, 2008 Horiyoshi III Worldwide Ltd. (as we then were) entered into a License Agreement with Stone Corporation Inc. d/b/a Stone Japan, a Japanese corporation that is 80% owned by Lone Star Capital Limited, (a Hong Kong company and our principal shareholder) and 20% owned by Yoshihito Nakano, Master Horiyoshi III. Pursuant to the license agreement we hold an exclusive, worldwide, 35 year license, effective September 17, 2008, to use all copyright and trademark rights associated with our products and brand, and to exclusively manufacture and distribute apparel, beauty products, and other products related to our business. No third party is permitted to use the IP licensed to us for the production of non-apparel merchandise. We paid consideration of $10 in respect of the licensed rights. In the event that Stone Japan intends to sell the intellectual property rights licensed to us, we shall have a first right of purchase for those rights so long as the license agreement is in effect. We shall also have the right to purchase those rights at any time in the seven (7) years preceding the termination of the license agreement. The purchase price shall be equal to two (2) times the average annual gross sales turnover of our products based on the licensed rights during the three years preceding the date of exercise of the right of purchase.

We currently act with one (1) director, Mitsuo Kojima.

We have determined that we do not have independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Our entire board of directors currently functions as our audit committee. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.


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If to Priveco or any of the Selling Shareholders:

HORIYOSHI THE THIRD LIMITED

16E Neich Tower, 128 Gloucester Road,
Wanchai, Hong Kong

Attention: Steve Sang Keun Suk
Telephone:
Facsimile:

If to Pubco:

HORIYOSHI WORLDWIDE INC.

711 South Olive Street, Suite 504
Los Angeles, California,
90014.

Attention: Mitsuo Kojima
Telephone: [phone]
Facsimile:

With a copy (which will not constitute notice) to:

Macdonald Tuskey
Suite 1210, 777 Hornby Street
Vancouver, British Columbia, Canada
V6Z 1S4
Attention: William L. Macdonald
Telephone: [phone]
Facsimile: [phone]

Read more: http://webcache.googleusercontent.com/search?q=cache:eQMqzgkMNxAJ:www.faqs.org/sec-filings/100903/KRANTI-RESOURCES-INC_8-K/exhibit10-1.htm+Chung+Eric+Kyutae+stone+corp&cd=8&hl=en&ct=clnk&gl=us#ixzz18WYRVVgO


Lone Star Capital Limited
(formerly Stone Holdings
Corporate Limited) 16E, Neich Tower, 128
Gloucester Road,
Wanchai, Hong Kong 5,500

35,676,300

Myung Joon Jung

458 South Sycamore Ave,
Los Angeles, CA, 90036,
USA 500

3,243,300

Eric Chung Kyutae


1201 Noons Creek Drive,
Port Moody, British
Columbia,Canada, V3H
4B3 500


3,243,300


Yoshihito Nakano
5-3 Kubocho Nishi-Ku,
Yokohama, Japan. 2,000
12,973,200

Judy Shin Yuien


5209 Schou Street,
Burnaby, British
Columbia, Canada V4N
3L2 500


3,243,300


Sung Min Suk

17176 103rd Avenue,
Surrey, British Columbia,
Canada, V4N 3L2 500

3,243,300

Mitsuo Kojima
5-12-24 Minami Aoyama,
Minato-ku, Tokyo, Japan. 500
3,243,300
Total shares: 10,000 64,866,000

Read more: http://webcache.googleusercontent.com/search?q=cache:eQMqzgkMNxAJ:www.faqs.org/sec-filings/100903/KRANTI-RESOURCES-INC_8-K/exhibit10-1.htm+Chung+Eric+Kyutae+stone+corp&cd=8&hl=en&ct=clnk&gl=us#ixzz18WYc5sod

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of September, 2010

Read more: http://webcache.googleusercontent.com/search?q=cache:eQMqzgkMNxAJ:www.faqs.org/sec-filings/100903/KRANTI-RESOURCES-INC_8-K/exhibit10-1.htm+Chung+Eric+Kyutae+stone+corp&cd=8&hl=en&ct=clnk&gl=us#ixzz18WZXcFyd

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Chung, Eric [e-mail]
2501 Pacific Tower Roppongi
7-6-18 Roppongi, Minato-ku
Tokyo, UK 106-0032
Japan
819085692830