New Momentum Corp. - Quarter Report: 2009 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

____________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

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

For the quarterly period ended September 30, 2009

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

For the transition period from ____________ to____________

Commission File No. 000-52273

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) 848-2124

(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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the definitions of “large accelerated filer,” “non-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]

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 issuer’s classes of common stock, as of the latest practicable date: November 10, 2009 - 2,073,700 shares of common stock.

PART I

Item 1. Financial Statements

The financial statements of Han Logistics, Inc., a Nevada corporation (the “Registrant,” the “Company,” “we,” “our” or “us”) 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]

CONTENTS

PAGE

—

Condensed Balance Sheets,

September 30, 2009 (Unaudited) and December 31, 2008

—

Unaudited Condensed Statements of Operations,

for the three and nine months ended September 30, 2009

and 2008 and from inception on July 1,

1999 through September 30, 2009

—

Unaudited Condensed Statements of Cash Flows,

for the nine months ended September 30, 2009

and 2008 and from inception on July 1,

1999 through September 30, 2009

—

Notes to Unaudited Condensed Financial Statements

7 - 9

HAN LOGISTICS, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS


ASSETS	September 30, 2009 Unaudited	December 31, 2008 Audited
CURRENT ASSETS:
Cash	$ 2,260	$ 15
Total Current Assets	2,260	15


PROPERTY AND EQUIPMENT, NET	-	196


TOTAL ASSETS	$ 2,260	$ 211

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$ 104,316	83,063
Accounts payable-Related parties	8,000	8,000
Accrued liabilities	1,354	698
Accrued liabilities-Related parties	29,370	23,248
Advanced from related party	1,892	-
Notes payable	9,700	9,700
Notes payable-Related parties	73,787	65,887
Total Current Liabilities	228,419	190,596

Total liabilities	228,419	190,596

Commitments and Contingencies

STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value; 50,000,000 shares authorized;
2,073,700 shares issued and outstanding at
September 30, 2009 and December 31, 2008	2,074	2,074
Additional paid-in capital	118,828	118,828
Accumulated deficit during the development stage	(347,061)	(311,287)
Total Stockholders' (Deficit)	(226,159)	(190,385)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 2,260	$ 211

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

HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30 2009 and 2008 and From the Date of Inception

(July 1, 1999) to September 30, 2009


						Date of
						Inception
						(July 1, 1999)
	Nine Months Ended		Three Months Ended		to
	September 30,		September 30,		September 30,
	2009	2008	2009	2008	2009
Revenues	$ -	$ 350	$ -	$ -	$ 10,081
Revenues-Related party	376	600	376	-	1,926

Gross revenues	376	950	376	-	12,007

Operating Expenses:
Depreciation and amortization	196	441	-	147	1,761
General and administrative expenses	29,176	28,392	10,520	6,654	285,291

Total operating expenses	29,372	28,833	10,520	6,801	287,052

Loss from Operations	(28,996)	(27,883)	(10,144)	(6,801)	(275,045)

Other Income/(Expense)
Interest income	-	-	-	-	35
Interest (expense)	(656)	(480)	(220)	(220)	(1,354)
Interest (expense)-Related parties	(6,122)	(4,736)	(2,067)	(1,726)	(70,697)
Total Other Income (Expense)	(6,778)	(5,216)	(2,287)	(1,946)	(72,016)

(Loss) from Continuing Operations	(35,774)	(33,099)	(12,431)	(8,747)	(347,061)

Loss before Income Taxes	(35,774)	(33,099)	(12,431)	(8,747)	(347,061)

Provisions for Income Taxes	-	-	-	-	-

Net (Loss)	$ (35,774)	$ (33,099)	$(12,431)	$(8,747)	$(347,061)

Net (Loss) Per Share:
Basic and Diluted	$ (0.02)	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.17)

Weighted Average Shares Outstanding
Basic and Diluted	2,073,700	2,073,700	2,073,700	2,073,700	2,025,534

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

HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2009 and 2008 and From the Date of Inception

(July 1, 1999) to September 30, 2009


			Date of
			Inception
			(July 1, 1999)
	Nine Months Ended		to
	September 30,		September 30,
	2009	2008	2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)	$ (35,774)	$ (33,099)	$ (347,061)
Adjustments to reconcile net income/(loss) to net cash used
in operating activities:
Depreciation and amortization	196	441	1,761
Amortization of interest on beneficial conversion	-	-	40,600
Changes in assets and liabilities:
Decrease in accounts receivable	-	-	-
Increase in accounts payable and accrued expenses	29,923	14,794	144,932

Net cash from operating activities	(5,655)	(17,864)	(159,768)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	-	-	(1,761)

Net cash from investing activities	-	-	(1,761)


CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in notes payable	7,900	16,200	83,487
(Increase) in stock issuance costs	-	-	(20,398)
Proceeds from issuance of common stock	-	-	100,700

Net cash from financing activities	7,900	16,200	163,789

Net increase (decrease) in cash	2,245	(1,664)	2,260

CASH AT BEGINNING PERIOD	15	2,559	-

CASH AT END OF PERIOD	$ 2,260	$ 895	$ 2,260

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.

HAN LOGISTICS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS – September 30, 2009

NOTE A - PRESENTATION

The balance sheets of the Company as of September 30, 2009 and December 31, 2008, the related statements of operations for the nine months ended September 30, 2009 and 2008, the three months ended September 30, 2009 and 2008 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2009, and the statements of cash flows for the nine months ended September 30, 2009 and 2008 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2009, (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 three and nine months ended September 30, 2009 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, 2008, Form 10-K and the Company's Form 8-K and 8-K/A filings.

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

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

During the years ended 2007, 2005 and 2004, Shareholders and other related parties loaned $17,100, $23,800 and $13,787, respectively, to the Company, 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. Additionally, the Company recorded an interest expense of $17,100, $20,398 and $0 for the beneficial conversion feature of the loans made during 2007, 2005 and 2004, respectively.

Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company. These loans are demand notes and carry an interest rate of 24% per annum, except for one note of $2,200 that carries an interest rate of 9%.

Shareholders and other related parties loaned $1,800 during the quarter ended March 31, 2009. This loan is a demand note and carries an interest rate of 10% per annum.

Shareholders and other related parties loaned $2,100 during the quarter ended June 30, 2009. This loan is a demand note and carries an interest rate of 10% per annum.

Shareholders and other related parties loaned $4,000 during the quarter ended September 30, 2009. This loan is a demand note and carries an interest rate of 9% per annum

The Company recorded interest expense of $2,067 on the related party notes listed above for the quarter ended September 30, 2009.

A related party advanced $1,892 to the Company during the quarter ended September 30, 2009 to meet its financial obligations. The advances are non-interest bearing and the Company expects to pay these advances back in the next quarter.

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 recorded an interest expense of $220 on the note listed above for the quarter ended September 30, 2009.

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 significant 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 – RECENT ACCOUNTING PRONOUNCEMENTS

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

In May 2009, Statement No. 165-Subsequent Events was issued, which was primarily codified into Topic 855 “Subsequent Events” in the ASC. The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth:

The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The Company’s adoption of SFAS 165 has no material impact on the financial statements.

In June 2009, Statement No. 166 Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 was issued, which was subsequently codified into ASC Topic 860. The Board’s objective in issuing this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors.

This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date.

Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. Therefore, formerly qualifying special-purpose entities (as defined under previous accounting standards) should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. If the evaluation on the effective date results in consolidation, the reporting entity should apply the transition guidance provided in the pronouncement that requires consolidation.

Additionally, the disclosure provisions of this Statement should be applied to transfers that occurred both before and after the effective date of this Statement. The Company is currently evaluating the impact, if any, of adopting SFAS 166 on its financial statements.

In June 2009, Statement No. 167 was issued as Amendments to FASB Interpretation No. 46(R), which was codified into ASC Topic 810. The Board’s objective in issuing this Statement is to improve financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of Financial Assets, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity.

This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently evaluating the impact, if any, of adopting SFAS 167 on its financial statements.

In August 2009, the FASB issued guidance under Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value”. This guidance clarifies how the fair value of a liability should be determined. This guidance is effective for the first reporting period after issuance. The Company will adopt this guidance for its fourth fiscal quarter 2009. The Company does not expect the adoption of this guidance to have a material impact on its financial statements.

NOTE H – MEMORANDUM OF UNDERSTANDING

On August 14, 2009, the Company executed a Memorandum of Understanding with On Site Media, LLC to acquire all the tangible and intangible assets used in On Site’s interactive kiosk operations. The terms required the execution of a

definitive binding agreement be executed by September 4, 2009. Both parties agreed to allow this deadline to pass, nullifying the agreement.

NOTE I – SUBSEQUENT EVENT

In accordance with the recently issued Statement of Financial Accounting Standards No. 165 “Subsequent Events” (ASC Topic 855), the Company evaluated subsequent events after the balance sheet date of September 30, 2009 through November 16, 2009.

As of November 16, 2009, which is the date the financial statements were available to be issued, the Company had no reportable subsequent events.

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

Forward-looking Statements

This Report contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements usually contain the words "estimate," "anticipate," "believe," "expect," or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, prospective investors should carefully review various risks and uncertainties identified in this Report, including the matters set forth in the Company's other SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward- looking statements. The Company undertakes no obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). We shall make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such materials with or furnish them to the SEC. You can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800- SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.

General

Han Logistics, Inc. (the "Company") is currently a development stage company under the provisions of ASC Topic 915. 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 ITS 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 revenues during the quarter ended September 30, 2009 a total of $376; we only generated revenues of $950 during the year ended December 31, 2008, and our net loss during the quarter ended September 30, 2009 was $12,431. For the period from inception through September 30, 2009, we had total revenues of $12,007 and a net loss of $347,061.

The Company is working to find a niche in international shipping and therefore is focusing on shipping analytical equipment to and from the US to and from southeast Asia. To this end, we have negotiated a 70% discount with Old Dominion Freight company. We are also establishing relationships with logistics companies overseas so we have partners that can arrange shipping from southeast Asia to the United States. Since the end of the second quarter of 2009, we have been in contact with Phraiwarin Seesamchan of Thailand to arrange a shipping agreement with Mass Transport Express Co., Ltd., to handle our shipping from Thailand to the US. We also have the paperwork in process to establish a subsidiary in Vietnam, where Han will own 49% of the Vietnamese company. According to Vietnamese law, Vietnamese citizens have to own 51% of the subsidiary. In addition, the Company’s website is being redesigned to reflect this new niche. We

are currently in process of preparing shipments following our new strategy; in the third quarter of our 2009 fiscal year we received a shipment from a vendor in the US and are preparing to forward it to Saigon, and we are also preparing a shipment from the US to the Institute of Medical Biotechnology in Tbilisi, Georgia.

On August 14, 2009, the Company executed into a Memorandum of Understanding with OnSite Media, LLC, a Nevada limited liability company. The Memorandum of Understanding set forth the principal terms by which the Company was to acquire all of the tangible and intangible assets used in OnSite’s interactive kiosk operations. The parties’ obligations in this regard were subject to the prior execution of a definitive binding agreement to be executed on or before September 4, 2009. No such agreement was executed and the Memorandum expired by its own terms on that date.

Results of Operations

Operating expenses for the quarter ended September 30, 2009, and the period from inception through September 30, 2009, totaled $10,520 and $285,291, respectively. Certain related parties have lent $73,787 to the company during the period from inception through September 30, 2009 and additional funds will be needed to continue on its limited operations. During the quarter ended September 30, 2009, a related party loaned $4,000 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 September 30, 2009, we had total cash assets of $2,260, which was derived from limited sales, the proceeds of our stock offering and loans made to the company. We had total current liabilities of $228,419 and working capital and stockholders' deficit of $226,159 as of September 30, 2009. Deficits accumulated during the development stage totaled $347,061. 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 September 30, 2009 the Company had very limited material operations and was still seeking capital through another stock offering or the obtaining of additional debt in order to resume operations. At September 30, 2009 and through the date of this filing, the Company has yet to obtain any other commitments for additional funding.

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 September 30, 2009, 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.

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 this quarter that have materially affected, or are 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

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of Amee Han Lombardi.

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Amee Han Lombardi.

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:	November 16, 2009	By:	/s/Amee Han Lombardi
			Amee Han Lombardi, President, Secretary/Treasurer and Director

Date:	November 16, 2009	By:	/s/Mike Vardakis
			Mike Vardakis, Director