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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

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FORM 10-Q

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

  

For the quarterly period ended March 31, 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

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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:  May 14, 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.

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HAN LOGISTICS, INC.

[A Development Stage Company]

CONTENTS

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Condensed Balance Sheets,

March 31, 2009 (Unaudited) and December 31, 2008

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Unaudited Condensed Statements of Operations,

for the three months ended March 31, 2009

and 2008 and from inception on July 1,

1999 through March 31, 2009

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Unaudited Condensed Statements of Cash Flows,

for the three months ended March 31, 2009

and 2008 and from inception on July 1,

1999 through March 31, 2009

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Notes to Unaudited Condensed Financial Statements

7 - 9

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HAN LOGISTICS, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS

ASSETS	March 31,  2009 Unaudited		December 31, 2008 Audited
CURRENT ASSETS:
Cash	$                    -		$                15
Total Current Assets	-		15
PROPERTY AND EQUIPMENT, NET	49		196
TOTAL ASSETS	$                 49		$              211
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Bank overdraft	$                  36		$                   -
Accounts payable	94,509		83,063
Accounts payable-Related parties	8,000		8,000
Accrued liabilities	916		698
Accrued liabilities-Related parties	25,256		23,248
Notes payable	9,700		9,700
Notes payable-Related parties	67,687		65,887
Total Current Liabilities	206,104		190,596
Total liabilities	206,104		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
March 31, 2009 and December 31, 2008	2,074		2,074
Additional paid-in capital	118,828		118,828
Accumulated deficit during the development stage	(326,957)		(311,287)
Total Stockholders' (Deficit)	(206,055)		(190,385)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$                 49		$              211

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

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HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2009 and 2008 and From the Date of Inception

(July 1, 1999) to March 31, 2009

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

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HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2009 and 2008 and From the Date of Inception

(July 1, 1999) to March 31, 2009

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

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HAN LOGISTICS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2009

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS – March 31, 2009

NOTE A - PRESENTATION

The balance sheets of the Company as of March 31, 2009 and December 31, 2008, the related consolidated statements of operations for the three months ended March 31, 2009 and 2008 and from the date of inception (July 1, 1999) of the development stage period through March 31, 2009, and the statements of cash flows for the three months ended March 31, 2009 and 2008 and from the date of inception (July 1, 1999) of the development stage period through March 31, 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 months ended March 31, 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.

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. has been a development stage company since 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 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.

The Company recorded interest expense of $2,007 on the related party notes listed above for the quarter ended March 31, 2009.

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.

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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 $218 on the note listed above for the quarter ended March 31, 2009, and had accrued interest $916 as of March 31, 2009 relating to this note.

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 – RECENT ACCCOUNTING 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. SFAS No. 141R will impact the valuation of business acquisitions made in 2009 and forward. The Company adopted SFAS No. 160 on January 1, 2009. As a result, implementation of SFAS No. 160 had no impact on the Company’s condensed consolidated financial statements.

 

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 adopted SFAS No. 161 on January 1, 2009. Implementation of SFAS No. 161 had no impact on the Company’s condensed consolidated financial statements.

 

In May 2008 the FASB released SFAS No 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States (the “GAAP hierarchy”). FASB believes that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, which is responsible for selecting accounting principles for

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financial statements that are presented in conformity with GAAP. Accordingly, FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and issued this Statement to achieve that result. SFAS 162 becomes effective 60 days following the SEC’s approval of the Public Accounting Oversight Board amendment to AU Section 411.

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.  The Company adopted SFAS No. 163 on January 1, 2009. Implementation of SFAS No. 163 had no impact on the Company’s consolidated condensed financial statements.

 

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements

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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

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 did not generate any revenue during the quarter ended March 31, 2009 and we only generated revenues of $950 during the year ended December 31, 2008, and our net loss during the quarter ended March 31, 2009 was $(15,670).  For the period from inception through March 31, 2009, we had total revenues of $11,631 and a net loss of $(326,957).

Results of Operations

Operating expenses for the quarter ended March 31, 2009, and the period from inception through March 31, 2009, totaled $13,445 and $271,125, respectively. Certain related parties have lent $67,687 to the Company during the period from inception through March 31, 2009 and additional funds will be needed to continue the Company’s limited operations. During the quarter ended March 31, 2009, a related party loaned $1,800 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.

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Liquidity

As of March 31, 2009, we had total assets of $49. We had total current liabilities and a working capital deficit of $206,104 and stockholders' deficit of $206,055 as of March 31, 2009.  Deficits accumulated during the development stage totaled $326,957. Our financial statements are presented on the basis that the Company 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, 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 the Company’s 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 the Company 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 March 31, 2009 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 material operations. At March 31, 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 its logistics business 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, 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.

  

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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 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:	May 15, 2009		By:	/s/Amee Han Lombardi
				Amee Han Lombardi, President, Secretary/Treasurer and Director
Date:	May 15, 2009		By:	/s/Mike Vardakis
				Mike Vardakis, Director

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