Annual Statements Open main menu

New Momentum Corp. - Quarter Report: 2008 June (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

____________________

  

FORM 10-Q

____________________

    

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the quarterly period ended June 30, 2008

  

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT

  

For the transition period from ____________ to____________

  

Commission File No. 333-54002

  


HAN LOGISTICS, INC.

(Exact name of Registrant as specified in its charter)


 Nevada

88-0435998

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

  


3889 Vistacrest Drive

Reno, Nevada 89509

(Address of Principal Executive Offices)


(775) 787-7483

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (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. Yes [X] No [  ]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer [  ]      Accelerated filer [  ]       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 [  ] No [X]




1




APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  March 31, 2008 - 2,073,700 shares of common stock.


PART I


Item 1.  Financial Statements


The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.













HAN LOGISTICS, INC.

[A Development Stage Company]


UNAUDITED CONDENSED FINANCIAL STATEMENTS


JUNE 30, 2008



















HAN LOGISTICS, INC.

[A Development Stage Company]





CONTENTS


PAGE


Condensed Balance Sheets,

June 30, 2008 (Unaudited) and December 31, 2007

4



Unaudited Condensed Statements of Operations,

for the three and six months ended June 30, 2008

and 2007 and from inception on July 1,

1999 through June 30, 2008

5



Unaudited Condensed Statements of Cash Flows,

for the six months ended June 30, 2008

and 2007 and from inception on July 1,

1999 through June 30, 2008

6



Notes to Unaudited Condensed Financial Statements

7 - 11



2





HAN LOGISTICS, INC.

[A Development Stage Company]


CONDENSED BALANCE SHEETS



ASSETS

June 30,

 2008

Unaudited

 

December 31, 2007

Audited

CURRENT ASSETS:

 

 

 

    Cash

 $               926

 

 $           2,559

             Total Current Assets

926

 

              2,559

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

489

 

                 783

 

 

 

 

 

 

 

 

TOTAL ASSETS

 $            1,415

 

 $           3,342

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

     Accounts payable

 $          79,998

 

 $         70,543

     Accounts payable-Related parties

               8,000

 

              8,000

     Accrued liabilities

260

 

                     -

     Accrued liabilities-Related parties

19,604

 

16,594

     Notes payable

               9,700

 

                      -

     Notes payable-Related parties

             57,187

 

57,187

             Total Current Liabilities

174,749

 

152,324

 

 

 

 

             Total liabilities

174,749

 

152,324

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY/(DEFICIT):

 

 

 

     Common stock, $.001 par value; 50,000,000 shares authorized;

 

 

 

       2,073,700 shares issued and outstanding at   

 

 

 

       June 30, 2008 and December 31, 2007

               2,074

 

              2,074

       Additional paid-in capital

           118,828

 

          118,828

       Accumulated deficit during the development stage

         (294,236)

 

       (269,884)

             Total Stockholders' Equity/(Deficit)

         (173,334)

 

(148,982)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 $           1,415

 

 $           3,342







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



3





HAN LOGISTICS, INC.

[A Development Stage Company]


CONDENSED STATEMENTS OF OPERATIONS

 

 

For the Three and Six Months Ended June 30, 2008 and 2007 and

 

 

For the Date of Inception (July 1, 1999) through June, 2008

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Date of

 

 

 

 

 

 

 

 

 

Inception

 

 

 

 

 

 

 

 

 

(July 1, 1999)

 

 Six Months Ended

 

 Three Months Ended

 

to

 

 June 30,

 

 June 30,

 

June 30,

 

2008

 

2007

 

2008

 

2007

 

2008

Revenues

 $              -

 

 $               -

 

$              -

 

 $           -

 

 $      9,481

Revenues-Related  party

          950

 

               -

 

           600

 

           -

 

      2,150

 

 

 

 

 

 

 

 

 

 

Gross revenues

           950

 

             -

 

         600

 

          -

 

   11,631

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

    Depreciation and amortization

          294

 

         294

 

          147

 

        147

 

     1,272

    General and administrative expenses

        21,738

 

       37,882

 

      16,102

 

   17,974

 

   243,440

 

   

 

   

 

   

 

   

 

 

    Total operating expenses

      22,032

 

     38,176

 

     16,249

 

  18,121

 

  244,712

 

 

 

 

 

 

 

 

 

 

Loss from Operations

   (21,082)

 

    (38,176)

 

   (15,649)

 

 (18,121)

 

   (233,081)

 

 

 

 

 

 

 

 

 

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

 

     Interest income

            -

 

            -

 

              -

 

-

 

35

     Interest (expense)

(260)

 

-

 

(215)

 

-

 

(260)

     Interest (expense)-Related parties

     (3,010)

 

(19,584)

 

(1,496)

 

(7,415)

 

(60,930)

Total Other Income (Expense)

(3,270)

 

(19,584)

 

(1,711)

 

(7,415)

 

(61,155)

 

 

 

 

 

 

 

 

 

 

Loss before Income Taxes

(24,352)

 

(57,760)

 

(17,360)

 

(25,536)

 

(294,236)

 

 

 

 

 

 

 

 

 

 

Provisions for Income Taxes

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 $     (24,352)

 

 $    (57,760)

 

 $   (17,360)

 

 $(25,536)

 

 $(294,236)

 

 

 

 

 

 

 

 

 

 

Net (Loss) Per Share:

 

 

 

 

 

 

 

 

 

      Basic and Diluted

 $        (0.01)

 

 $        (0.03)

 

 $       (0.01)

 

 $   (0.02)

 

 $      (0.15)

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

      Basic and Diluted

2,073,700

 

2,073,700

 

2,073,700

 

2,073,700

 

2,017,514

 

 

 

 

 

 

 

 

 

 

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



4




HAN LOGISTICS, INC.

[A Development Stage Company]


UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS



 

 

 

 

 

Date of

 

 

 

 

 

Inception

 

 

 

 

 

(July 1, 1999)

 

Six Months Ended

 

to

 

 June 30,  

 

June 30,

 

2008

 

2007

 

2008

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

     Net income/(loss)

 $        (24,352)

 

 $        (57,760)

 

 $       (294,236)

     Adjustments to reconcile net income/(loss) to net cash used

 

 

 

 

 

          in operating activities:

 

 

 

 

 

             Depreciation and amortization

294

 

294

 

1,272

             Amortization of interest on beneficial conversion

-

 

17,100

 

40,600

          Changes in assets and liabilities:

 

 

 

 

 

             Increase in accounts payable and accrued expenses

12,725

 

17,564

 

107,862

 

 

 

 

 

 

             Net cash from operating activities

(11,333)

 

(22,802)

 

(144,502)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

      Purchase of property, plant and equipment

-

 

-

 

             (1,761)

 

 

 

 

 

 

             Net cash used in investing activities

                   -

 

                     -

 

             (1,761)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

     Proceeds from notes payable

9,700

 

17,100

 

66,887

     (Increase) in stock issuance costs

-

 

-

 

       (20,398)

     Proceeds from issuance of common stock

-

 

-

 

        100,700

 

 

 

 

 

 

             Net cash from financing activities

         9,700

 

17,100

 

147,189

 

 

 

 

 

 

             Net increase in cash

(1,633)

 

(5,702)

 

926

 

 

 

 

 

 

CASH AT BEGINNING PERIOD

2,559

 

5,829

 

  -

 

 

 

 

 

 

CASH AT END OF PERIOD

 $                926

 

 $               127

 

 $                 926

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

     Cash paid for interest

 $                     -

 

 $                    -

 

 $                       -

     Cash paid for income taxes

 $                     -

 

 $                    -

 

 $                       -


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



5




HAN LOGISTICS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

June 30, 2008

(unaudited)


NOTE A - PRESENTATION


The balance sheets of the Company as of June 30, 2008 and December 31, 2007, the related statements of operations for the six and three months ended June 30, 2008 and 2007 and from the date of inception (July 1, 1999) of the development stage period through June 30, 2008, and the statements of cash flows for the six months ended June 30, 2008 and 2007 and from the date of inception (July 1, 1999) of the development stage period through June 30, 2008, (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2007, Form 10-KSB.


NOTE B - REVENUE RECOGNITION


The Company currently has no significant source of revenues. Revenue from the sale of goods or services is recognized when the significant risks and rewards of ownership are transferred to the buyer.


NOTE C - DEVELOPMENT STAGE COMPANY/GOING CONCERN


Han Logistics, Inc. is a development stage company as of July 1, 1999(Inception). The Company is subject to risks and uncertainties, including new product development, actions of competitors, reliance on the knowledge and skills of its employees to be able to service customers, and availability of sufficient capital and a limited operating history. Accordingly, the Company presents its financial statements in accordance with the accounting principles generally accepted in the United States of America that apply in establishing new operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the accumulated statement of operations and cash flows from inception of the development stage to the date on the current balance sheet. Contingencies exist with respect to this matter, the ultimate resolution of which cannot presently be determined.


NOTE D - RELATED PARTY TRANSACTIONS


Shareholders and other related parties loaned $23,800 to the Company through 2005, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.


Shareholders and other related parties have loaned $13,787 to the Company as of December 31, 2006, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.


Shareholders and other related parties loaned an additional $17,100 to the Company during 2007, which is also 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 Shareholder loaned an additional $2,500 to the Company during 2007.  The note is unsecured and has an interest rate of 24% per annum.


The Company has recorded accrued interest payable attributable to the related party liabilities accrued at 10% per annum and the note at 24% listed above totaling $19,604 at June 30, 2008.  The shareholder loans are unsecured and are payable on demand.


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.


NOTE E – 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%.  The Company has accrued interest of $260 on this note at June 30, 2008.


NOTE F - GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company was in default on its notes and various accounts payable, has not generated any operating revenue, has incurred significant operating losses to date, has a negative cash flow from operations and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern.


In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations.


Management is attempting to raise additional capital and is seeking a business combination. Management believes that this plan provides an opportunity for the Company to continue as a going concern.


NOTE G – RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS


In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected.  The Company elected not to measure any additional financial assets or liabilities at fair value at the time SFAS 159 was adopted on January 1, 2008.  As a result, implementation of SFAS 159 had no impact on the Company’s condensed consolidated financial statements.


In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51(“SFAS 160”). SFAS No. 141R requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired.  SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008.  Early adoption is prohibited.  The Company has not yet determined the effect on its consolidated financial statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.


In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company has no derivative instruments so the adoption of SFAS 161 is not expected to have any impact on the Company’s consolidated financial statements and it does not intend to adopt this standard early.


In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles (“FAS 162”). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles (“GAAP”) for nongovernmental entities in the United States. FAS 162 is effective 60 days following SEC approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the impact, if any, of adopting FAS 162, on its Consolidated Financial Statements


In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts – an Interpretation of FASB Statement No. 60 (“SFAS 163”).  SFAS 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities.  This Statement also requires expanded disclosures about financial guarantee insurance contracts.  SFAS 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years.  The Company does not expect that the adoption of SFAS 163 will have a material impact on its financial statements.



6




Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


General


Han Logistics, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7. The Company was incorporated under the laws of the State of Nevada on July 1, 1999.


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 and, to date, management has devoted substantially all of their time and effort to organizational and financing matters. Through the date hereof, we have not yet generated material service revenue and we have realized a net loss from operations. We generated only $600 of revenue from related parties during the quarter ended June 30, 2008 and we did not generate any revenue during the year ended December 31, 2007, and our net loss during the quarter ended June 30, 2008 was $(17,360).  For the period from inception through June 30, 2008, we had total revenues of $11,631 and a net loss of $(294,236).


Because of the difficulties in developing the originally planned software package, we decided to slightly modify the target market from surface traffic to information traffic which is still well within the logistics umbrella.  With surface traffic software, the ever elusive mecca has always been to identify the best traffic path which we were attempting to provide.  However, with this minor refocus, we can still provide an acceptable solution to information traffic without having to identify the best path.  This will create an earlier revenue stream while we continue to work on our ultimate goal, the meCCa program.   


Target transportation logistics is in essence the movement of information and is highly correlated with the logistics of information.  Although we have slightly retargeted our focus, the core logistics principals are intact and conforms to our original business plan.  This redirection will require approximately two to four more months and at that time, we plan to offer our program on a subscription basis to the K-12 and higher education market.  After the rollout, we can then refocus our resources back to the original meCCa program but with a reliable revenue stream to support our development efforts.


Results of Operations


Operating expenses for the quarter ended June 30, 2008, and the period from inception through June 30, 2008, totaled $16,249 and $244,712, respectively. As of the date hereof, we have sold a total of 73,700 shares of our common stock under our offering of 250,000 shares at a price of $1.00 per share, for gross proceeds of $73,700.  We had expected that these offering proceeds would satisfy our cash requirements for at least for a year and that it will not be necessary, during that period, to raise additional funds to meet the expenditures required for operating our business. However, certain related parties have lent $57,187 to the company during the period from inception through June 30, 2008 and additional funds will be needed to continue on its limited operations.  During the quarter ended March 31, 2008, an independent party loaned $9,700 to the Company.  We plan to employ a marketing specialist on a per project basis and a part-time bookkeeper upon the obtaining additional capital into the Company. During the current quarter, the Company did not accrue or pay to the President of the Company any consulting fees for software development.  We do not anticipate the performance of any research and development during the next 12 months.


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 overcome the problems and risks described herein; 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.


Liquidity


As of June 30, 2008, we had total cash assets of $926, which was derived from limited sales, the proceeds of our stock offering and loans made to the company. We had total current liabilities of $174,749 and working capital of $(173,823) as of June 30, 2008.  Deficits accumulated during the development stage totaled $(294,236).  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. However, our independent accountants have noted that 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.  The Company did not pay or accrue any consulting fees during the current quarter to the President of the Company for software development costs.


At June 30, 2008 the Company had no material operations and was still seeking capital through another stock offering or the obtaining of additional debt in order to resume operations. At June 30, 2008 and through the date of this filing, the Company has yet to obtain any other commitments for additional funding or commence its business activity.  As of the date hereof, the Company has received a total of $73,700 under its offering, and it has formally closed the offering, with no additional proceeds being raised, in the near future.


Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations to meet its obligations, the Company will depend on sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4T.  Controls and Procedures.


Evaluation of disclosure controls and procedures


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2008, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.




7




Changes in internal control over financial reporting


Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

  

Item 1. Legal Proceedings.

  

None; not applicable.

  

Item 1A.  Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

  

None; not applicable.

  

Item 3. Defaults Upon Senior Securities.

  

None; not applicable.

  

Item 4. Submission of Matters to a Vote of Security Holders.

  

None; not applicable.

  

Item 5. Other Information.

  

None; not applicable.


Item 6. Exhibits.


Exhibit No.                         Identification of Exhibit


31

  

32

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Amee Han Lombardi, President, Secretary, Treasurer and Director.

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Amee Han Lombardi, President, Secretary, Treasurer, and Director.




SIGNATURES


Pursuant to the requirements 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:

August 14, 2008

 

By:

/s/Amee Han Lombardi

 

 

 

 

Amee Han Lombardi, President, Secretary/Treasurer and Director

 

 

 

 

 

Date:

August 14, 2008

 

By:

/s/Mike Vardakis

 

 

 

 

Mike Vardakis, Director




8