UNITED STATES 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, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-52273
HAN LOGISTICS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 88-0435998 |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
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3889 Vistacrest Dr.
Reno, Nevada 89509
(Address of Principal Executive Offices)
(775) 848-2124
(Issuer’s Telephone Number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Issuer (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 [ ]
Indicate by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
Check whether the Issuer 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.
1
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: September 30, 2007 - 2,073,700 shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
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HAN LOGISTICS, INC. | |||
(A Development Stage Company) | |||
CONDENSED BALANCE SHEETS | |||
September 30, 2007 and December 31, 2006 | |||
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| 2007 |
| 2006 |
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ASSETS |
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CURRENT ASSETS: |
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Cash | $ 90 |
| $ 5,829 |
Total Current Assets | 90 |
| 5,829 |
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PROPERTY AND EQUIPMENT, NET | 929 |
| 1,370 |
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OTHER ASSETS |
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Deposits and other | - |
| - |
Total Other Assets | - |
| - |
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TOTAL ASSETS | $ 1,019 |
| $ 7,199 |
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LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | |||
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CURRENT LIABILITIES: |
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Accounts payable | $ 65,111 |
| $ 39,577 |
Accounts payable-Related parties | 8,000 |
| 4,000 |
Accrued interest-Related parties | 15,194 |
| 11,343 |
Convertible Debt-Related parties-See note C | 54,687 |
| 37,587 |
Total Current Liabilities | 142,992 |
| 92,507 |
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Total liabilities | 142,992 |
| 92,507 |
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Commitments and Contingencies |
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STOCKHOLDERS' EQUITY/(DEFICIT): |
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Common stock, $.001 par value; 50,000,000 shares |
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authorized; 2,073,700 shares issued and outstanding |
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at June 30, 2007 and December 31, 2006 | 2,074 |
| 2,074 |
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Additional paid-in capital | 118,828 |
| 101,728 |
Accumulated deficit during the development stage | (262,875) |
| (189,110) |
Total Stockholders' Equity/(Deficit) | (141,973) |
| (85,308) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | $ 1,019 |
| $ 7,199 |
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See accompanying notes to financial statements. |
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HAN LOGISTICS, INC. |
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(A Development Stage Company) |
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CONDENSED STATEMENTS OF OPERATIONS |
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Nine Months Ended September 30, 2007 and 2006 and the Three Months Ended September 30, 2007 and 2006 | ||||||||||
and For the Period of Inception(July 1, 1999) through September 30, 2007 |
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| Date of |
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| Inception |
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| (July 1, 1999) to |
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| Nine Months Ended |
| Three Months Ended |
| September |
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| September 30, |
| September 30, |
| 30, |
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
| 2007 |
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Revenues | $ - |
| $ - |
| $ - |
| $ - |
| $ 9,481 |
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Revenues-Related party | - |
| - |
| - |
| - |
| 1,200 |
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Gross revenues | - |
| - |
| - |
| - |
| 10,681 |
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Operating Expenses: |
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Depreciation and amortization | 441 |
| 245 |
| 147 |
| 147 |
| 832 |
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General and administrative expenses | 52,373 |
| 64,306 |
| 14,920 |
| 25,369 |
| 216,239 |
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Total operating expenses | 52,814 |
| 64,551 |
| 15,067 |
| 25,516 |
| 217,071 |
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Loss from Operations | (52,814) |
| (64,551) |
| (15,067) |
| (25,516) |
| (206,390) |
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Other Income/(Expense) |
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Interest income | - |
| - |
| - |
| - |
| 35 |
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Interest (expense) | (20,951) |
| (2,819) |
| (1,367) |
| (940) |
| (56,520) |
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Total Other Income (Expense) | (20,951) |
| (2,819) |
| (1,367) |
| (940) |
| (56,485) |
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(Loss) from Continuing Operations | (73,765) |
| (67,370) |
| (16,434) |
| (26,456) |
| (262,875) |
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(Loss) from Discontinued operations | - |
| - |
| - |
| - |
| - |
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Loss before Income Taxes | (73,765) |
| (67,370) |
| (16,434) |
| (26,456) |
| (262,875) |
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Provisions for Income Taxes | - |
| - |
| - |
| - |
| - |
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Net (Loss) | $ (73,765) |
| $ (67,370) |
| $ (16,434) |
| $ (26,456) |
| $ (262,875) |
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Net (Loss) Per Share: |
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Basic and Diluted | $ (0.04) |
| $ (0.02) |
| $ (0.01) |
| $ (0.01) |
| $ (0.13) |
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Weighted Average Shares Outstanding |
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Basic and Diluted | 2,073,700 |
| 2,065,705 |
| 2,073,700 |
| 2,073,700 |
| 2,015,450 |
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See accompanying notes to financial statements.
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HAN LOGISTICS, INC.
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| (A Development Stage Company) |
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| CONDENSED STATEMENTS OF CASH FLOWS |
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| For the Nine Months Ended September 30, 2007 and 2006 and For the Period of Inception |
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| (July 1, 1999) through September 30, 2007 |
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| Date of | ||||||||||||||||||||
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| Inception | ||||||||||||||||||||
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| (July 1, 1999) | ||||||||||||||||||||
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| 2006 |
| 2007 | ||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income/(loss) | $ (73,765) |
| $ (67,370) |
| $ (262,875) | |||||||||||||||||||||
Adjustments to reconcile net income/(loss) to net cash used in operating activities |
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Depreciation and amortization | 441 |
| 245 |
| 831 | |||||||||||||||||||||
Amortization of interest on beneficial conversion | 17,100 |
| - |
| 40,600 | |||||||||||||||||||||
Changes in assets and liabilities: |
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Decrease in accounts receivable | - |
| - |
| - | |||||||||||||||||||||
Increase in accounts payable and accrued expenses | 33,385 |
| 23,084 |
| 88,306 | |||||||||||||||||||||
Net cash provided by operating activities | (22,839) |
| (44,041) |
| (133,138) | |||||||||||||||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of computer equipment | - |
| (1,761) |
| (1,761) | |||||||||||||||||||||
Net cash provided (used) by investing activities | - |
| (1,761) |
| (1,761) | |||||||||||||||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from notes payable | 17,100 |
| - |
| 54,687 | |||||||||||||||||||||
(Increase) in stock issuance costs | - |
| - |
| (20,398) | |||||||||||||||||||||
Proceeds from issuance of common stock | - |
| 20,200 |
| 100,700 | |||||||||||||||||||||
Net cash from financing activities | 17,100 |
| 20,200 |
| 134,989 | |||||||||||||||||||||
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Net increase in cash | (5,739) |
| (25,602) |
| 90 | |||||||||||||||||||||
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CASH AT BEGINNING PERIOD | 5,829 |
| 46,331 |
| - | |||||||||||||||||||||
CASH AT END OF PERIOD | $ 90 |
| $ 20,729 |
| $ 90 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for interest | $ - |
| $ - |
| $ - | |||||||||||||||||||||
Cash paid for income taxes | $ - |
| $ - |
| $ - | |||||||||||||||||||||
| See accompanying notes to financial statements. |
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7
HAN LOGISTICS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS – September 30, 2007
NOTE A - PRESENTATION
The balance sheets of the Company as of September 30, 2007 and December 31, 2006, the related statements of operations for the three and nine months ended September 30, 2007 and 2006 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2007, and the statements of cash flows for the nine months ended September 30, 2007 and 2006 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2007, (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 nine months ended September 30, 2007 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-QSB should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes the reto included in the Company's December 31, 2006, Form 10-KSB.
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.
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HAN LOGISTICS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
NOTE C - RELATED PARTY TRANSACTIONS
Shareholders and other related parties loaned an additional $17,100 to the Company during the first nine months of 2007, which is also 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. During the first nine months of 2007, the Company recognized $17,100 of interest expense (the lesser of the intrinsic value of the conversion or the original loan amount) related to this conversion feature.
The Company has recorded accrued interest payable attributable to the related party liabilities accrued at 10% per annum totaling $15,194 September 30, 2007. The shareholder loans are unsecured and are payable on demand.
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.
NOTE D - 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.
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Item 2. Management’s Discussion and Analysis or Plan of Operation.
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 undertake s 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-QSB 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
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of this Quarterly Report on Form 10-QSB. We file reports with the Securities and Exchange Commission ("SEC"). We shall make available, free of charge, our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, 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-QSB. 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 Logistics, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7. The Company was incorporated under the laws of the State of Nevada on July 1, 1999.
Plan of Operations
We propose to develop, market and deliver logistical analysis, problem solving and other logistics services to business customers. Han Logistics is in the development stage and, to date, management has devoted substantially all of their time and effort to organizational and financing matters. Through the date hereof, we have not yet generated material service revenue and we have realized a net loss from operations. We did not generate any revenue during the quarter ended September 30, 2007 or the year December 31, 2006, and our net loss during the quarter ended September 30, 2007 was $(9,164). For the period from inception through September 30, 2007, we had total revenues of $10,681 and a net loss of $(262,875).
Operating expenses for the nine months ended September 30, 2007, and the period from inception through September 30, 2007, totaled $52,373 and $216,239, respectively. As of the date hereof, we have sold a total of 73,700 shares of our common stock under our offering of 250,000 shares at a price of $1.00 per share, for gross proceeds of $73,700. We had expected that these offering proceeds would satisfy our cash requirements for at least for a year and that it will not be necessary, during that period, to raise additional funds to meet the expenditures required for operating our business. However, certain related parties have lent $17, 100 to the company during the current year and additional funds will be needed to continue on its limited operations. We plan to employ a marketing specialist on a per project basis and a part-time bookkeeper with $9,000 of our offering proceeds. During the current quarter, the Company did not accrue or pay to the President of the Company any consulting fees for software development. We do not anticipate the performance of any research and development during the next 12 months.
There can be no assurance that we will achieve commercial acceptance for any of our proposed logistics services in the future; that future service revenue will materialize or be significant; that any sales will be profitable; or that we will have sufficient funds available for further development of our proposed services. The likelihood of our success will also depend upon our ability to raise additional capital from equity and/or debt financing to overcome the problems and risks described herein; to absorb the expenses and delays frequently encountered in the operation of a new business; and to succeed in the competitive environment in which we will operate. Although management intends to explore all available alternatives for equity and/or debt financing, including, but not limited to, private and public securities offerings, there can be no assurance that we will be able to generate additional capital. Our continuation as a going concern is dependent on our ability to g enerate sufficient cash flow to meet our obligations on a timely basis and, ultimately, to achieve profitability.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Financial Condition, Capital Resources and Liquidity.
As of September 30, 2007, we had total cash assets of $90, which was derived from the proceeds of our stock offering and loans made to the company. We had total current liabilities of $142,992 and working capital and stockholders' deficit of $(141,973) as of September 30, 2007. Deficits accumulated during the development stage totaled $(262,875). Our financial statements are presented on the basis that Han Logistics 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 pr ovide 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, Amee Han Lombardi, our President/Secretary/Treasurer, is expected to provide the necessary working capital so as to permit Han Logistics to continue as a going concern. The Company did not pay or accrue any consulting fees during the current quarter to the President of the Company for software development costs.
At September 30, 2007 the Company had no material operations and was still seeking capital through another stock offering or the obtaining of additional debt in order to resume operations. At September 30, 2007 and through the date of this filing, the Company has yet to obtain any other commitments for additional funding or commence its business activity. As of the date hereof, the Company has received a total of $73,700 under its offering, and it has formally closed the offering, with no additional proceeds being raised, in the near future.
Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations to meet its obligations, the Company will depend on loans from directors and/or management or 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.
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Item 3(a)T. Controls and Procedures.
Management’s annual report on internal control over financial reporting
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 the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our President and Secretary, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, 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 our internal controls over financial reporting.
Changes in internal control over financial reporting
We have had no changes to our internal controls over financial reporting during the quarter ended September 30, 2007.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
During the quarter ended September 30, 2007 we did not issue any unregistered securities:
Use of Proceeds of Registered Securities
We had no proceeds from the sale of registered securities during the quarter ended September 30, 2007.
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Purchases of Equity Securities by Us and Affiliated Purchasers
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs |
Month #1 July 1, 2007 through July 31, 2007 | None | None | None | None |
Month #2 August 1, 2007 through August 31, 2007 | None | None | None | None |
Month #3 September 1, 2007 through September 30, 2007 | None | None | None | None |
Total | None | None | None | None |
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
(a)
None; not applicable.
(b)
Nominating Committee
During the quarterly period ended September 30, 2007, there were no changes in the procedures by which security holders may recommend nominees to the Company’s Board of Directors.
Item 6. Exhibits
(a) Exhibits and index of exhibits.
3.1 Articles of Incorporation, filed July 1, 1999.*
3.2 Bylaws *
14 Code of Ethics**
EX 31.1 Certification of Amee Han Lombardi, the Company’s President, Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002
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EX 32 Certification of Amee Han Lombardi pursuant to section 906 of the Sarbanes-Oxley Act of 2002
*Attached as an exhibit to our SB-2 Registration Statement
**Attached as an exhibit to our 10KSB for the year ended December 31, 2005
***Incorporated herein by reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
HAN LOGISTICS, INC.
Date: | November 14, 2007 |
| By: | /s/Amee Han Lombardi |
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| Amee Han Lombardi, President, Secretary/Treasurer and Director |
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Date: | November 14, 2007 |
| By: | /s/Mike Vardakis |
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| Mike Vardakis, Director |
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