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 March 31, 2012
[ ] 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)
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(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
605 South State Street
Salt Lake City, Utah 84111
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
Reno, Nevada 89509
(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 [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 [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.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: May 11, 2012 10,368,500 shares of common stock.
The accompanying notes are an integral part of these unaudited condensed financial statements.
HAN LOGISTICS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2012
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS March 31, 2012
NOTE A - PRESENTATION
The balance sheets of the Company as of March 31, 2012 and December 31, 2011, the related statements of operations for the three months ended March 31, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through March 31, 2012, and the statements of cash flows for the three months ended March 31, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through March 31, 2012, (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, 2012 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, 2011, Form 10-K.
NOTE B - 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 C - 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. Additionally, the Company recorded an interest expense of $23,800 for the conversion feature of the loans made during 2005.
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 $15,850 during 2011 to the Company. These loans are demand notes and carry an interest rate of 9% per annum.
Shareholders and other related parties loaned $7,500 during the first quarter of 2012 to the Company. This loan is a demand note and carries an interest rate of 9% per annum.
The Company recorded an interest expense of $2,639 and $2,209 on the related party notes listed above for the quarter ended March 31, 2012 and 2011, respectively. As of March 31, 2012, the Company owed $53,072 in accrued interest on these notes.
NOTE D 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%.
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.
During 2011, an individual loaned $6,000 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 $515 and $378 on the notes listed above for the quarter ended March 31, 2012 and 2011. As of March 31, 2012, the Company owed $5,088 in accrued interest on these notes.
NOTE E - 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.
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 F RECENT ACCOUNTING PRONOUNCEMENTS
From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Companys financial statements upon adoption.
Item 2. Managements Discussions and Analysis of Financial Condition and Results of Operations.
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.
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
The Companys plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, the Companys only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to the Company. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arms length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.
When and if a business will commence or an acquisition be made is presently unknown and will depend upon various factors, including but not limited to the availability of funding and if and when any potential acquisition may become available to the Company at terms acceptable to the Company. The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and could cost between $5,000
and $25,000. These funds will either be required to be loaned by management or raised in private offerings; the Company cannot assure you that it can raise funds if needed.
Results of Operations
Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
We had no revenues for the three months ended March 31, 2012 and 2011. Our operating expenses for the quarter ended March 31, 2012, were $7,199, as compared to $13,323 during the three months ended March 31, 2011. This decrease was due to the decrease of professional services related to the timing of the completion of our reporting requirements. We had total other expenses for the three months ended March 31, 2012 of $3,154 compared to $2,587 for the same period a year ago. During both periods, approximately 80-90% of this expense was interest expense payable to related parties.
We had a net loss of $10,353 for the quarter ended March 31, 2012, as compared to $15,910 for the comparable period in 2011.
As of March 31, 2012, we had total cash assets of $207. We had total current liabilities of $365,173 and working capital deficiency and stockholders' deficit of $364,966 as of March 31, 2012. Deficits accumulated during the development stage totaled $485,868.
A shareholder and other related parties loaned the Company $7,500 during the three months ended March 31, 2012. The note is a demand note an bears an interest rate of 9% per annum. Additional funds will be needed in order to maintain the Companys good standing in the State of Nevada and to comply with its reporting obligations under the Securities Exchange Act of 1934, as amended.
At March 31, 2012, 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.
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, 2012, 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.
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. Mine Safety Disclosures.
None, not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
Exhibit No. Identification of Exhibit
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of Michael Vardakis.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Michael Vardakis.
XBRL Instance Document*
XBRL Taxonomy Extension Presentation Linkbase*
XBRL Taxonomy Extension Label Linkbase*
XBRL Taxonomy Extension Definition Linkbase*
XBRL Taxonomy Extension Calculation Linkbase*
XBRL Taxonomy Extension Schema*
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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.
Dated: May 15, 2012
By Michael Vardakis
President, Secretary/Treasurer and Director