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EX-31 - 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - New Momentum Corp.ex312.htm
EX-32 - 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - New Momentum Corp.ex321.htm
EX-32 - 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER - New Momentum Corp.ex322.htm
EX-31 - 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - New Momentum Corp.ex311.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, 2015


or


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


For the transition period from ________to________


Commission file number 000-52273


HAN LOGISTICS, INC.

(Exact name of registrant as specified in its Charter)


 

 

Nevada

88-0435998

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


Unit 19, 35/F., Tower 1,

Millennium City 1, No. 388 Kwun Tong Road,

Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices)


(852) 2111 0810

 (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 [X] No [  ].  The registrant does not maintain a corporate web site.


 




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.  


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


As of May 19, 2015, there were 10,368,500 shares of common stock outstanding.




2





INDEX


 

 

Page

PART I

-               FINANCIAL INFORMATION

4

 

 

Item 1

Financial Information

4

 

 

 

Unaudited Condensed Balance Sheets

5

 

 

 

Unaudited Condensed Statements of Operations

6

 

 

 

Unaudited Condensed Statements of Cash Flows

7

 

 

 

Notes to the Unaudited Condensed Financial Statements.

8

 

 

 

Item 2

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

13

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

14

 

 

 

Item 4

Controls and Procedures

14

 

 

PART II

-                OTHER INFORMATION

14

 

 

 

Item 1

Legal Proceedings

14

 

 

 

Item 1A

Risk Factors

14

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

14

 

 

 

Item 3

Defaults Upon Senior Securities

14

 

 

 

Item 4

Mine Safety Disclosures

15

 

 

 

Item 5

Other Information

15

 

 

 

Item 6

Exhibits

15

 

 

 

SIGNATURES

15





3




PART I


FORWARD LOOKING STATEMENTS


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.




4





 

 

 

 

HAN LOGISTICS, INC.

CONDENSED BALANCE SHEETS

March 31, 2015

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

2015 (Unaudited)

 

2014 (Audited)

CURRENT ASSETS:

 

 

 

Cash

                        -

 

                        -

 

 

 

 

             Total Current Assets

                        -

 

                        -

 

 

 

 

TOTAL ASSETS

 $                         -

 

 $                        -

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES:

 

 

 

     Accounts payable

               -

 

 $        237,707

     Accounts payable-Related party

                        -

 

                8,250

     Accrued interest

                        -

 

                10,783

     Accrued interest - Related parties

                        -

 

              89,506

     Amount due to shareholder

$      8,000

 

-

     Notes payable

                        -

 

              23,000

     Notes payable - Related parties

                        -

 

            170,529

 

 

 

 

             Total Current Liabilities

                  8,000

 

            539,775

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

Preferred stock, Class A Preferred Stock; $0.001 par value 175,000,000 shares authorized; no shares issued and outstanding

                                -

 

                         -

Common stock, $0.001 par value; 500,000,000 shares authorized;10,368,500 shares issued and outstanding

                    10,369

 

              10,369

     Additional paid-in capital

                  413,349

 

            110,533

     Accumulated deficit

                (431,718)

 

          (660,677)

 

 

 

 

     Total Stockholders' Deficit

                    (8,000)

 

          (539,775)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $                           -

 

 $                -



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





5





 

 

 

 

 

 

HAN LOGISTICS, INC.

CONDENSED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

 

March 31,

 

March 31,

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 $                    -

 

 $                       -

 

 

 

 

 

 

Gross Revenues

              -

 

                    -

 

 

 

 

 

 

Operating Expenses

 

 

 

 

    General and administrative expenses

        8,000

 

             8,840

 

 

 

 

 

 

Total Operating Expenses

          8,000

 

         8,840

 

 

 

 

 

 

Loss from Operations

     (8,000)

 

        (8,840)

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

    Gain on release of liabilities

236,959

 

-

 

    Interest (expense)

      -

 

        (510)

 

    Interest (expense) - Related Parties

      -

 

               (3,356)

 

 

 

 

 

 

Total Other Income/(Expense)

     236,959

 

        (3,866)

 

 

 

 

 

 

Income/(Loss) before Income Taxes

228,959

 

(12,706)

 

 

 

 

 

 

Provision for Income Taxes

-

 

-

 

 

 

 

 

 

Net Income/(Loss)

 $  228,959

 

 $          (12,706)

 

 

 

 

 

 

Net Income/(Loss) per Share Basic and Diluted

 $           0.02

 

 $              (0.00)

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

  Basic and Diluted

10,368,500

 

10,368,500

 



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








6







 

 

 

 

 

 

HAN LOGISTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

 

December 31,

 

December 31,

 

 

2015

 

2014

 

 

 

 

 

 

 CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 Net Income/(Loss) from operations

              228,959

 

               (12,706)

 

 Adjustments to reconcile net loss to net cash used

 

 

 

 

           in operating activities:

 

 

 

 

Gain on release of liabilities

             (236,959)

 

                        -   

 

 Changes in assets and liabilities:

 

 

 

 

           Increase in accounts payable

                       -   

 

                       15

 

           Increase in accrued expenses

                       -   

 

                   3,866

 

 

 

 

 

 

Net cash used in operating activities

                (8,000)

 

                 (8,825)

 

 

 

 

 

 

 CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 Increase in amount due to shareholder

                  8,000

 

                        -   

 

 Increase in notes payable-Related parties

                       -   

 

                   8,825

 

 

 

 

 

 

 Net cash provided by financing activities

                  8,000

 

                   8,825

 

 

 

 

 

 

 Net increase (decrease) in cash

                       -   

 

                        -   

 

 

 

 

 

 

 CASH AT BEGINNING PERIOD

                       -   

 

                     117

 

 

 

 

 

 

 CASH AT END OF PERIOD

                       -   

 

                     117

 

 

 

 

 

 

 SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

      Cash paid for income taxes

                       -   

 

                        -   

 

      Cash paid for interest expense

                       -   

 

                        -   

 




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



7




HAN LOGISTICS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013


NOTE 1 – Organization, History and Business Activity


Han Logistics, Inc. (Company) was founded July 1, 1999 and was organized to engage in the business of namely the development, marketing and delivering of logistical analysis, problem solving and other logistics services and general business services.  The Company is currently seeking any business opportunities that may exist.  The Company was incorporated under the laws of the State of Nevada.  


On February 12, 2015, Michael Vardakis, the then major shareholder, entered into a Stock Purchase Agreement with Kin Hon Chu ("New Majority Shareholder") wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares.  The aggregate purchase price paid was $400,000.


NOTE 2 –Basis of Preparation and Significant Accounting Policies


Basis of Preparation


The condensed balance sheets of the Company as of March 31, 2015, the related condensed statements of operations and the condensed statements of cash flows for the three months ended March 31, 2015 and 2014 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, 2015 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, 2014, Form 10-K.


Significant Accounting Policies


This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.


Concentration of Risk


The Company places its cash with established financial institutions.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  


Fair Value of Financial Instruments


Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements, which provides a framework for measuring fair value under GAAP.  Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:


Level 1 – Quoted prices for identical assets and liabilities in active markets;

Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


The Company designates cash equivalents as Level 1.  The total amount of the Company’s investment classified as Level 3 is de minimis.


The fair value of the Company’s debt as of March 31, 2015 approximated fair value at those times.


Fair value of financial instruments: The carrying amounts of financial instruments, including cash, accounts payable, and accrued expenses approximated fair value as of March 31, 2015 because of the relative short term nature of these instruments.



8





Revenue Recognition


The Company recognizes revenue, in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenue is generally recognized when it is realized and earned.  Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.  See Recent Accounting Pronouncements note below for updates to Revenue Recognition.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.


Income Taxes


The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.


The Company records interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of March 31, 2015, the Company had no accrued interest or penalties related to uncertain tax positions. The company also did not have any uncertain tax benefits during these years. The tax years 2014, 2013 and 2012 remain open to examination.


Loss per Share


The Company is required to provide basic and dilutive earnings (loss) per common share information.


The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding.


Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.  


For the three months ended March 31, 2015 and 2014, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.


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 Company’s financial statements upon adoption.


Update No. 2014-09 – Revenue from Contracts with Customers (Topic 606)

·

Section A – Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs – Contracts with Customers (Subtopic 340-40)

·

Section B – Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables

·

Section C – Background Information and Basis for Conclusion


The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps:


Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.



9




Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.


For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.  Due to lack of revenues in the periods presented, the Company believes the amendment no financial effect to its financials upon adoption.


Update No. 2014-10 – Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to Variable Interest Entities Guidance in Topic 810, Consolidation


The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.


The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.


Finally, the amendments remove paragraph 810-10-15-16.  Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.  Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 are required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations.  Because the term development stage entity is used in paragraph 810-10-15-16, the definition of a development stage entity has been removed from the Master Glossary concurrent with the effective date of the amendment removing paragraph 810-10-15-16.


The amendments related to the elimination of inception-to-date information and the other remaining disclosure of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively.  For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  The Company adopted this amendment to its financials in the current reporting period.  The amendment is strictly presentation of the financial statements of development companies and has no financial effect on the statements presented herein.


NOTE 3 – Financial Condition and Going Concern


The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company incurred a net loss of $8,000 (from operations) for the three months ended March 31, 2015.  It also sustained operating losses in prior years as well.  These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable 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 4– Common Stock


On July 1, 1999, the Board of Directors authorized a stock issuance totaling 10,000,000 shares of common stock to an officer of the Company for cash consideration of $27,000, or $0.0027 per share.


During 2005, the Company issued 267,500 shares of common stock under this offering for gross proceeds of $53,500. Against the proceeds of the offering, $20,398 of stock issuance costs was offset against additional paid-in capital.


During 2006, the Company issued 101,000 shares of common stock under this offering for gross proceeds of $20,200.  



10





During 2010, the Company increased the number of authorized, $0.001 par value, common stock from 50,000,000 to 500,000,000 shares.  The Company also authorized a new class of preferred stock of 175,000,000 shares, par value $.001.  The Board of Directors may determine the powers, preferences and rights of any series of preferred shares.


On or about June 15, 2011, the Company effected a stock dividend of five for one of our outstanding common stock.  The stock dividend was treated as a stock split due to the accumulated deficit.  These financial statements have been retroactively adjusted for the stock dividend.

NOTE 5 – Note Payable from Related Parties


The Company currently utilizes office space on a rent-free basis from a director and shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of no nominal value.


A related party had loaned $13,387 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.


A related party 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.


A related party 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.  


As of December 31, 2014 and 2013, the outstanding note payable to a director of $8,700 and $2,500 that available to the Company during 2008 and 2007, respectively, are demand notes and carry an interest rate of 24% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties of $8,917 that available to the Company during 2009 are demand notes and carry an interest rate of 9% -18% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $5,000 that available to the Company during 2010 are demand notes and carry an interest rate of 9% - 10% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director and other related parties loaned $15,850 that available to the Company during 2011 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $14,500 that available to the Company during 2012 are demand notes and carry an interest rate of 9% per annum.


As of December 31, 2014 and 2013, the outstanding note payable to a director of $17,950 that available to the Company during 2013 are demand notes and carry an interest rate of 9% per annum.


During 2014, a director loaned $42,425 to the Company.  These loans are demand notes and carry an interest rate of 9% per annum.

The Company recorded an interest expense of $0 and $3,356 on the related party notes listed above for the three months ended March 31, 2015 and 2014.  


As of December 31, 2014, total notes payable to the related parties and accrued interests amounted to $260,035 in the aggregate. During the period, the New Majority Shareholder settled $158,075 to the related parties.The remaining outstanding balance of $101,960 was released by the related parties and the amount was credited to statement of operations during the period.


NOTE 6– 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.



11





The Company recorded an interest expense of $0 and $510 on the notes listed above for the three months ended March 31, 2015 and 2014.  


As of December 31, 2014, the above notes payable together with accrued interests amounted to $33,783 in aggregate. During the period, the New Majority Shareholder settled $23,000.The remaining outstanding balance of $10,783 was released by the creditors and the amount was credited to statement of operations during the period.


NOTE7–Release of liabilities


On February 12, 2015, Michael Vardakis entered into a Stock Purchase Agreement with Kin Hon Chu wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares.  Mr. Chu paid $4,406.61for this control block of shares and also paid off all of the existing liabilities of the Company. Accordingly, certain liabilities of $236,959 in the aggregate, including those notes payable as disclosed in note 4 and note 5, were released by the creditors as a result of the change in ownership. The amount was credited to statement of operations during the period.




12




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 Securities and Exchange Commission (“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 was incorporated under the laws of the State of Nevada on July 1, 1999.


Plan of Operation


The Company’s 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 Company’s 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 arm’s 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 on 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.


Liquidity and Capital Resources


As of March 31, 2015, we had total cash assets of $0.  We had total current liabilities of $8,000 and working capital deficit and stockholders’ deficit of $8,000. Our Director is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern until it commences profitable operations, obtains outside sources of capital, or offers stock for cash.





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Results of Operations


Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014


We had no revenues for the three months ended March 31, 2015 and 2014.General and administrative expenses for the quarter ended March 31, 2015, were $8,000, as compared to $8,840 during the three months ended March 31, 2014.  The loss from operations was $8,000 and $8,840, respectively, during these periods.  


For the quarter ended March 31, 2015, other income was $236,959, which represents a one-off gain on release of liabilities.


Net income for the quarter ended March 31, 2015 was $228,959, as compared to net loss of $12,706for the quarter ended March 31, 2014. The increase is mainly due to the one-off gain on release of liabilities of $236,959 that recognized in the first quarter of 2015.


Off-Balance Sheet Arrangements


We had no off-balance sheet arrangements for the three months ended March 31, 2015.


Item3:  Quantitative and Qualitative Disclosures about market risk


Not required for smaller reporting companies.


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, 2015, 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 SEC 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.




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Item 4. Mine Safety Disclosures.


None, not applicable.


Item 5. Other Information.


Changes in Control of the Registrant


On February 12, 2015, Michael Vardakis entered into a Stock Purchase Agreement with Kin Hon Chu wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares.  Mr. Chu paid $4,406.61 for this control block of shares and also paid off all of the existing liabilities of the Company in the amount of $395,593.39. The aggregate purchase price paid (including the price per share, plus the amount of the liabilities) was $400,000.


The closing of the Stock Purchase Agreement was conditioned on the delivery of certain financial information by Mr. Vardakis to Mr. Chu. One-half of the proceeds of the sale of the stock were held in escrow pending the delivery of the financial information by Mr. Vardakis and the approval and acceptance of the financial information by Mr. Chu. On February 24, 2015, Mr. Chu confirmed that the financial information was adequate and the remaining purchase price was released from the escrow and delivered to Mr. Vardakis. This transaction effectuated a change in control of the Company.


Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 12, 2015, Michael Vardakis resigned as Chief Executive Officer. This resignation is not the result of any dispute, claim, or issue with the Company.  On that same day, the Board of Directors appointed Kin Hon Chu to serve as Director and appointed Law Wai Fan as Chief Executive Officer of the Company, Marie Huen Lai Chun as Chief Operating Officer of the Company and Cheng Kin Ning as Chief Financial Officer. Mr. Vardakis later resigned as a director of the Company on March 3, 2015.


Item 6. Exhibits.


Exhibit No.                         Identification of Exhibit

31

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of Michael Vardakis.

32

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.

101.INS

XBRL Instance Document

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.SCH

XBRL Taxonomy Extension Schema


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 20, 2015

 

By:

/s/ Cheng Kin Ning

 

 

 

 

Cheng Kin Ning

 

 

 

 

Chief Financial Officer

 

 

 

 

 


Date:

May 20, 2015

 

By:

/s/ Law Wai Fan

 

 

 

 

Law Wai Fan

 

 

 

 

Chief Executive Officer




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