U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission File No. 333-54002
NEVADA 88-0435998
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(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5925 Starcrest Avenue
Reno, Nevada 89523
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(Address of Principal Executive Offices)
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Issuer's Telephone Number: (775) 746-5156
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter Period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes No
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
2,000,000
September 30, 2005
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with this 10- QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant for the periods then ended.
HAN LOGISTICS, INC.
[A Development Stage Company]
Condensed Balance Sheet - Unaudited September 30, 2005
ASSETS
Current Assets:
Cash in bank $ 2,151
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Total Current Assets 2,151
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Total Assets $ 2,151
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $ 2,637
Accounts payable-related party 27,487
Accrued interest payable-shareholders 6,247
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Total Current Liabilities 36,371
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Total Liabilities 36,371
Stockholders' Deficit:
Common Stock -- 50,000,000 shares authorized having a
par value of $.001 per share; 2,000,000 shares issued
and outstanding 2,000
Additional Paid-in Capital 25,000
Deficit accumulated during the development stage (61,220)
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Total Stockholders' Deficit (34,220)
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Total Liabilities and Stockholders' Deficit $ 2,151
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Unaudited - See accompanying notes to financial statements
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HAN LOGISTICS, INC.
[A Development Stage Company]
Condensed Statements of Operations - Unaudited For the three month periods ended September 30, 2005 and 2004
Three Three
Months Months
Ended Ended
9/30/05 9/30/04
Revenues $ 0 $ 0
Revenues - Related Party 0 0
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Total Revenues 0 0
General and administrative expenses 3,303 516
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Net loss from operations (3,303) (516)
Other Income(Expense)
Interest Income 0 0
Interest expense (687) (345)
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Total Other Income(Expense) (687) (345)
Net loss before taxes (3,990) (861)
Income taxes 0 0
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Net Loss $(3,990) $ (861)
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Loss Per Share-Basic and Diluted $ (0.01) $ (0.01)
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Weighted Average Shares Outstanding
- Basic and Diluted 2,000,000 2,000,000
========= =========
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Unaudited - See accompanying notes to financial statements
HAN LOGISTICS, INC.
[A Development Stage Company]
Condensed Statements of Operations - Unaudited For the nine month periods ended September 30, 2005 and 2004 and for the period from Inception [July 1, 1999] through September 30, 2005
From
Nine Nine Inception
Months Months 7/1/99
Ended Ended through
9/30/05 9/30/04 9/30/05
Revenues $ 0 $ 0 $ 9,481
Revenues - Related Party 0 0 1,200
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Total Revenues 0 0 10,681
General and administrative expenses 9,292 600 64,928
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Net loss from operations (9,292) (600) (54,247)
Other Income(Expense)
Interest Income 1 0 1
Interest expense (1,584) (1,073) (6,974)
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Total Other Income(Expense) (1,583) (1,073) (6,973)
Net loss before taxes (10,875) (1,673) (61,220)
Income taxes 0 0 0
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Net Loss $(10,875) $(1,673) $(61,220)
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Loss Per Share-Basic and Diluted $ (0.01) $ (0.01) $ (0.03)
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Weighted Average Shares Outstanding
- Basic and Diluted 2,000,000 2,000,000 2,000,000
========= ========= =========
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Unaudited - See accompanying notes to financial statements
HAN LOGISTICS, INC.
[A Development Stage Company]
Condensed Statements of Cash Flows - Unaudited For the nine month periods ended September 30, 2005 and 2004, and for the period from Inception [July 1, 1999] through September 30, 2005
From
Nine Nine Inception
Months Months 7/1/99
Ended Ended through
9/30/05 9/30/04 9/30/05
Cash Flows from Operating Activities
Net Loss $(10,875) $(1,673) $(61,220)
Adjustments to reconcile net income to
net cash provided by operating
activities:
(Increase)/decrease in accounts
receivable 1,575 0 0
Increase/(decrease) in accounts
payable (4,658) 0 2,637
Increase/(decrease) in interest
payable 1,584 1,073 6,247
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Net Cash from Operating Activities(12,374) (600) (52,336)
Cash Flows From Financing Activities
Proceeds from borrowing 13,700 1,230 27,487
Proceeds from sale of stock 0 0 27,000
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Net Cash from Financing Activities 13,700 1,230 54,487
Net Increase/(Decrease) in Cash 1,326 630 2,151
Beginning Cash Balance 825 28 0
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Ending Cash Balance $ 2,151 $ 658 $ 2,151
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Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income
taxes 0 0 0
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Unaudited - See accompanying notes to financial statements
HAN LOGISTICS, INC.
[A Development Stage Company]
Condensed Notes to the Financial Statements - Unaudited September 30, 2005
Preliminary Note
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring entries) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2005, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's financial statement audit for the year ended December 31, 2004. Note 1 - Liquidity and Going Concern
The Company has minimal assets, has accumulated losses through the date of these financial statements and does not anticipate generating sufficient cash flows from operations to meet the Company's cash requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to accomplish its business strategy and to ultimately
achieve profitable operations is dependent upon its ability to obtain
additional financing and execute its business plan. There can be no assurance
that the Company will be able to obtain additional funding, and if available,
that the Company will obtain the funding on favorable terms. Management plans
include exploring several funding options and expects to raise additional
capital through private placement. Ultimately, the Company will need to
achieve profitable operations in order to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
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 service revenue, and we have realized a net loss from operations.
During the second quarter of the 2005 calendar year, we commenced a registered public offering of up to 250,000 shares of our common stock at a price of $1.00 per share. As of September 30, 2005, we had not sold any shares under the offering.
For the three months ended September 30, 2005, and September 30, 2004, we had no revenues and a net loss of ($3,990) and ($861), respectively. Operating expenses for the three months ended September 30, 2005 and 2004, included offering costs, representing the legal fees and expenses of our offering, of $3,303 and $516, respectively. If our offering is successful, we expect that the offering proceeds will satisfy our cash requirements for at least the next year and that it will not be necessary, during that period, to raise additional funds to meet the expenditures required for operating our business. We will employ a marketing specialist on a per project basis and a part-time bookkeeper with $9,000 of the anticipated offering proceeds. In the event of the maximum offering, we will move our offices from the residence of our President, purchase certain computer equipment and rent certain office equipment. We do not anticipate the performance of any research and development during the next twelve 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.
For the nine months ended September 30, 2005, and September 30, 2004, we had no revenues and a net loss of ($10,875) and ($1,673), respectively. And for the period from inception through September 30, 2005, we had $9,481 in revenue and a net loss of ($61,220). Operating expenses for the nine months ended September 30, 2005 and 2004, and the period from inception through September 30, 2005, included offering costs, representing the legal fees and expenses of our offering, of $9,292, $600 and $64,928, respectively.
As of September 30, 2005, we had total cash assets of $2,151. We had total current liabilities of $36,371 and working capital of ($34,220) as of September 30, 2005. As of September 30, 2005, our total stockholders' deficit was ($34,220), including deficits accumulated during the development stage of ($61,220). We have presented our financial statements on the basis that we are 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, we have noted that we have been in the development stage since our inception on July 1, 1999; realization of a major portion of the assets is dependent upon our ability to meet our future financing requirements; and the success of future operations is not assured. 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, Ms. Amee Han Lombardi, our President/Secretary/Treasurer, is expected to provide the necessary working capital so as to permit us to continue as a going concern. While Ms. Han Lombardi has the capacity to fund us at least until we receive the proceeds from our offering, she has no obligation to do so.
Item 3. Controls and Procedures.
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that our disclosure controls and procedures are effectively designed to ensure that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of the Securities and Exchange Commission. It should be noted that the design of any system of controls 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, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the 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 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.
No matter was submitted to a vote of our Company's security holders during this quarter.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
31 Certification of Amee Han Lombardi
32 302 Certification
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2005 HAN LOGISTICS, INC.
(Registrant)
By:/s/Amee Han Lombardi
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Amee Han Lombardi,
President/Secretary/Treasurer
By:/s/Michael Vardakis
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Michael Vardakis
Director
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Exhibit 31
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Amee Han Lombardi, President and Treasurer, of Han Logistics, Inc. (the "Registrant"), certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of the Registrant;
2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have:
a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report my conclusions about the effectiveness of the disclosure controls and procedures based on My evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function);
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls.
Dated: November 14, 2005 Signature:/s/Amee Han Lombardi
Amee Han Lombardi
President, Secretary and Treasurer
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Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Han Logistics, Inc. (the "Registrant") on Form 10-QSB for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Amee Han Lombardi, President, Secretary and Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
Date: 11-14-05 /s/Amee Han Lombardi
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Amee Han Lombardi
President, Secretary and Treasurer
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