New Momentum Corp. - FORM 10-Q

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EX-32 - 906 CERTIFICATION - New Momentum Corp.	ex32.htm
EX-31 - 302 CERTIFICATION - New Momentum Corp.	ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

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

For the quarterly period ended March 31, 2011

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

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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 [ X] No [ ]

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: May 12, 2011 - 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,” “Han,” “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,

March 31, 2011 (Unaudited) and December 31, 2010

—

Unaudited Condensed Statements of Operations,

for the three months ended March 31, 2011

and 2010 and from inception on July 1,

1999 through March 31, 2011

—

Unaudited Condensed Statements of Cash Flows,

for the three months ended Mach 31, 2011

and 2010 and from inception on July 1,

1999 through March 31, 2011

—

Notes to Unaudited Condensed Financial Statements

7 - 9

HAN LOGISTICS, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS


ASSETS	March 31, 2011 (Unaudited)	December 31, 2010 (Audited)
CURRENT ASSETS:
Cash	$ 182	$ 282
Total Current Assets	182	282

TOTAL ASSETS	$ 182	$ 282

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$ 159,426	$ 153,853
Accounts payable-Related parties	8,250	8,250
Accrued interest	3,081	2,704
Accrued interest-Related parties	42,892	40,682
Notes payable	17,000	17,000
Notes payable-Related parties	87,454	79,804
Total Current Liabilities	318,103	302,293

TOTAL LIABILITIES	318,103	302,293

STOCKHOLDERS' (DEFICIT):
Preferred stock, $.001 par value; 175,000,000 shares authorized; no shares issued and outstanding at March 31, 2011 and December 31, 2010	-	-
Common stock, $.001 par value; 500,000,000 shares authorized;
2,073,700 shares issued and outstanding at
March 31, 2011 and December 31, 2010	2,074	2,074
Additional paid-in capital	118,828	118,828
Accumulated deficit during the development stage	(438,823)	(422,913)
Total Stockholders' (Deficit)	(317,921)	(302,011)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 182	$ 282

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

For the Three Months Ended March 31, 2011 and 2010 and for the Period from Inception

(July 1, 1999) to March 31, 2011


			Date of
			Inception
			(July 1, 1999)
	Three Months Ended		to
	March 31,		March 31,
	2011	2010	2011
Revenues	$ -	$ -	$ 10,081
Revenues-Related party	-	-	1,926

Gross revenues	-	-	12,007

Operating Expenses:
Depreciation and amortization	-	-	1,761
General and administrative expenses	13,323	7,979	361,805

Total operating expenses	13,323	7,979	363,566

Loss from Operations	(13,323)	(7,979)	(351,559)

Other Income/(Expense)
Interest income	-	-	35
Interest (expense)	(378)	(215)	(3,081)
Interest (expense)-Related parties	(2,209)	(2,187)	(84,218)
Total Other Income (Expense)	(2,587)	(2,402)	(87,264)

(Loss) from Continuing Operations	(15,910)	(10,381)	(438,823)

(Loss) from Discontinued operations	-	-	-

Loss before Income Taxes	(15,910)	(10,381)	(438,823)

Provisions for Income Taxes	-	-	-

Net (Loss)	$ (15,910)	$ (10,381)	$ (438,823)

Net (Loss) Per Share:
Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.22)

Weighted Average Shares Outstanding
Basic and Diluted	2,073,700	2,073,700	2,033,285

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

For the Three Months Ended March 31, 2011 and 2010 and for the Period from Inception

(July 1, 1999) to March 31, 2011


			Date of
			Inception
			(July 1, 1999)
	Three Months Ended		to
	March 31,		March 31,
	2011	2010	2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (15,910)	$ (10,381)	$ (438,823)
Adjustments to reconcile net income/(loss) to net cash used
in operating activities:
Depreciation and amortization	-	-	1,761
Amortization of interest on beneficial conversion	-	-	40,600
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	8,160	5,338	213,649

Net cash provided by operating activities	(7,750)	(5,043)	(182,813)

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:
Increase in notes payable	-	-	17,000
Increase in notes payable-Related party	7,650	5,000	87,454
Net proceeds from issuance of common stock	-	-	80,302

Net cash from financing activities	7,650	5,000	184,756

Net increase in cash	(100)	(43)	182

CASH AT BEGINNING PERIOD	282	204	-

CASH (OVERDRAFT) AT END OF PERIOD	$ 182	$ 161	$ 182

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

March 31, 2011

(Unaudited)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS – March 31, 2011

NOTE A - PRESENTATION

The balance sheets of the Company as of March 31, 2011 and December 31, 2010, the related statements of operations for the three months ended March 31, 2011 and 2010 and from the date of inception (July 1, 1999) of the development stage period through March 31, 2011, and the statements of cash flows for the three months ended March 31, 2011 and 2010 and from the date of inception (July 1, 1999) of the development stage period through March 31, 2011, (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, 2011 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, 2010, 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

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

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.

Shareholders and other related parties had loaned $13,787 to the Company as of December 31, 2004, 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 $23,800 to the Company during 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 loaned $17,100 to the Company during 2007, 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 for the conversion feature of the loans made during 2007.

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.

Shareholders and other related parties loaned $8,917 during 2009 to the Company. These loans are demand notes and carry an interest rate of 9-18% per annum.

Shareholders and other related parties loaned $5,000 during 2010 to the Company. These loans are demand notes and carry an interest rate of 10% per annum.

Shareholders and other related parties loaned $7,650 during the first quarter of 2011 to the Company. These loans are demand notes and carry an interest rate of 9% per annum.

The Company recorded an interest expense of $2,209 on the related party notes listed above for the quarter ended March 31, 2011.

NOTE E – NOTES 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%.

During 2010, an individual loaned $7,300 to the Company. The note is a demand note and carries an interest rate of 9%. The note is unsecured.

The Company recorded an interest expense of $378 on the note listed above for the quarter ended March 31, 2011.

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 intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that Han Logistics, Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Han Logistics, Inc. If adequate working capital is not available Han Logistics, Inc. may be required to curtail its operations.

NOTE G – RECENT ACCOUNTING PRONOUNCEMENTS

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our financial statements, from those disclosed in the our Annual Report on Form 10-K for the year ended December 31, 2010 through March 31, 2011.

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 Quarterly Report on Form 10-Q. 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 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 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 did not generate revenues during the quarter ended March 31, 2011, and our net loss during that quarter was $15,910. For the period from inception on July 1, 1999, through March 31, 2011, we had total revenues of $12,007 and a net loss of $438,823.

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 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.

If we are unable to complete a merger or acquisition transaction, our goal is to continue development of overseas logistics services. In order to further this objective we are pursuing a custom broker's license and will offer this service in addition to the services presently offered. This will allow us to assist importers and exporters in meeting Federal requirements governing imports and exports in addition to facilitating our own operations. Our logistics services will focus primarily on Southeast Asian markets.

Results of Operations

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

We had no revenues for the three months ended March 31, 2011 and 2010. Our operating expenses for the quarter ended March 31, 2011, were $13,323, as compared to $7,979 during the three months ended March 31, 2010. This increase was due to the timing of professional services related to our reporting requirements. Audit services were provided in the second quarter for 2010, whereas these services were provided in the first quarter for 2011. We had total other expenses for the three months ended March 31, 2011 of $2,587, compared to $2,402 for the same period a year ago. During both periods, approximately 90% of this expense was interest expense payable to related parties. We had a net loss of $15,910 ($0.01 per share) for the quarter ended March 31, 2011, as compared to $10,381 ($0.01 per share) for the comparable period in 2010.

Related parties loaned the Company $7,650 during the three months ended March 31, 2011 and additional funds will be needed to continue the Company’s limited operations.

Liquidity

As of March 31, 2011, we had total cash assets of $182. We had total current liabilities of $318,103 and working capital deficiency and stockholders' deficit of $317,921 as of March 31, 2011. Deficits accumulated during the development stage totaled $438,823. Our financial statements are presented on the basis that Han 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'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 Han to continue as a going concern.

At March 31, 2011, the Company had no material operations and through the date of this filing, it has yet to obtain any other commitments for additional funding or to commence material business operations. Until the Company obtains the capital required to develop its proposed business and obtains the necessary revenues from future operations, the Company will depend on sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. 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, 2011, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) 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. (Removed and Reserved).

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:	May 16, 2011	By:	/s/Amee Han Lombardi
			Amee Han Lombardi, President, Secretary/Treasurer and Director

Date:	May 16, 2011	By:	/s/Mike Vardakis
			Mike Vardakis, Director

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