**UNITED STATES**


**SECURITIES AND EXCHANGE COMMISSION**


**Washington, DC 20549**





**FORM 10-QSB**






[   ]

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

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from March 1, 2004 to July 21, 2004





Commission file number 000-50782





**Hana Biosciences, Inc.**


(Exact Name of Registrant as Specified in Its Charter)





**Delaware**
(State or other jurisdiction ofincorporation or organization)
**84-1588441**
(I.R.S. Employer Identification No.)





400 Oyster Point Blvd., Suite 215, South San Francisco, CA 94080


(Address of principal executive offices)





(650) 588-6404


(Issuers telephone number)





Email Real Estate.com, Inc.


Former Fiscal Year: February 28/29 Year End


(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 Securities Exchange Act of 1934 during the preceding 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 [ ]





As of October 21, 2004 there were 10,796,980 shares of the issuers common stock, $.001 par value, outstanding.














**PART I - FINANCIAL INFORMATION**





**Item 1. Unaudited Condensed Consolidated Financial Statements**





**Email Real Estate.com, Inc.**


**(A Development Stage Company)**


**Balance Sheet**


**July 21, 2004**





ASSETSCurrent assets:Cash

$
429Total current assets


429$
429STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
Total current liabilities


Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares issued and outstanding


Common stock, $.001 par value, 100,000,000 shares authorized, 2,083,000 shares issued and outstanding


2,083Additional paid in capital


129,677(Deficit) accumulated during development stage


(131,331
)429$
429





See accompanying notes to financial statements.








1








**Email Real Estate.com, Inc.**


**(A Development Stage Company)**


**Statements of Operations**


**For the Period From March 1 to July 21, 2004**


**For the Period From Inception (March 28, 2000) to July 21, 2004**




**Period from March 1 to July 21, 2004**

**Period From Inception To****July 21,****2004**Revenue - related party

$


$
9,140Operating expenses:Professional fees


3,050


24,469Consulting expense - related party





105,148Web site design expense - related party





4,500Other expenses


248


7,1393,298


141,256Other income and expense:Interest income


11


786(Loss from operations) and net (loss)

$
(3,287
)
$
(131,330
)Per share information:Basic and diluted (loss) per common share

$
(0.00
)
$
(0.07
)Weighted average shares outstanding


2,083,000


1,905,518








See accompanying notes to financial statements.





2








**Email Real Estate.com, Inc.**


**(A Development Stage Company)**


**Statements of Cash Flows**


**For the Period From March 1 to July 21, 2004**


**For the Period From Inception (March 28, 2000) to July 21, 2004**




**Period from March 1 to July 21, 2004**

**Period****From Inception****To July 21,****2004**Net loss
$
(3,287
)
$
(131,331
)Adjustments to reconcile net loss to net cash provided by operating activities:Expenses paid by related party




3,000Expenses contributed to capital by shareholder




9,700Changes in assets and liabilities:Decreasein accrued expenses

(467
)

Net cash provided by (used in) operating activities

(3,754
)

(118,631
)Cash flows from financing activities:Common stock sold for cash




122,060Loans from related party




19,000Repayment of related party loans

(22,000
)

(22,000
)Net cash provided by (used in) financing activities

(22,000
)

119,060Net increase (decrease) in cash

(25,754
)

429Cash and cash equivalents, beginning of period

26,183


Cash and cash equivalents, end of period
$
429

$
429





See accompanying notes to financial statements.





3











**EMAIL REAL ESTATE.COM, INC.**


**(a Development Stage Company)**


**(a Colorado corporation)**








**NOTES TO UNAUDITED FINANCIAL STATEMENTS**





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions incorporated in Regulation SB of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation have been included.





The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the Companys financial statements for the year ended February 29, 2004 included in the Companys filing on Form 10-KSB.





Basic loss per share was computed using the weighted average number of common shares outstanding. All outstanding share amounts and weighted average shares outstanding have been recalculated to give effect to the 1 for 12 reverse common stock split effected as of September 30, 2004.





Pursuant to an Agreement and Plan of Merger dated June 17, 2004 (the Merger Agreement), the Company caused its wholly-owned subsidiary, EMLR Acquisition Corp., to merge with and into Hana Biosciences, Inc. (formerly known as Hudson Health Sciences, Inc.), with Hudson remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the Merger). The Merger was completed on July 21, 2004.





In accordance with the Merger Agreement, each share of outstanding capital stock of Hana Biosciences automatically converted into shares of the Companys capital stock representing in the aggregate approximately 85 percent of the Companys outstanding equity. In addition, in accordance with the Merger Agreement, the Companys Board of Directors was reconstituted immediately following the effective time of the Merger. Specifically, the Companys entire Board as it existed prior to July 21, 2004 was replaced by the former directors of Hana Biosciences immediately following the Merger. Because the Merger resulted in a change in ownership and in the management of the Company, the transaction was accounted for as a reverse acquisition, with Hana Biosciences as the accounting acquiror and the Company
as the accounting acquiree. Hana Biosciences maintains a December 31 fiscal year end and, as the accounting acquiror, its fiscal year thereafter superseded the Companys prior fiscal year end of February 28/29. Accordingly, as a result of the Merger, the Companys fiscal year has been effectively changed to December 31 year end. The accompanying financial statements cover the transition period from March 1, 2004 to July 21, 2004, the date the Companys fiscal year changed as a result of the Merger.





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**Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations**





The following discussion of the financial condition and results of operations of Email Real Estate.com, Inc. (EMLR) should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations, and the Financial Statements and the Notes included in this Form 10-QSB and in conjunction with our Annual Report on Form 10-KSB for the fiscal year ended February 28, 2004 as filed with the Securities and Exchange Commission on June 1, 2004, and other documents of the Company on file with the Securities and Exchange Commission.





When used in the following discussions, the words believes, anticipates, intends, expects, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected.





***Overview***





Prior to July 21, 2004 EMLR was a development stage company, incorporated in Colorado on March 28, 2000, that initially planned to develop websites for the real estate industry to facilitate the distribution of information regarding real estate brokers and current listings and the sale of real estate. EMLRs projects had been discontinued due to lack of funding and lack of viability of our business model. As a result of these setbacks, EMLRs Board of Directors determined to cease operating activities relating to our website development business and seek other directions for the company. The Board advised EMLRs management to seek a new direction for the company and to advise it of any prospects and/or direction that management would like to recommend.





On June 17, 2004, EMLR and its wholly-owned subsidiary EMLR Acquisition Corp., a Delaware corporation (Merger Sub or EMLR Acquisition Sub) entered into an agreement and plan of merger (the Merger Agreement) with Hana Biosciences, Inc. (formerly known as Hudson Health Sciences, Inc.), a Delaware corporation (Hana). Hana is a development stage, South San Francisco-based biopharmaceutical company engaged in the business of acquiring, developing and commercializing pharmaceutical drug candidates, primarily for use in the treatment of cancer and immunological diseases. Pursuant to the Merger Agreement, on July 21, 2004 Merger Sub merged with and into Hana, with Hana remaining as the surviving corporation and EMLRs wholly-owned subsidiary (the Merger). In
consideration for all of the outstanding capital stock of Hana, EMLR issued to Hanas stockholders a number of shares of our voting capital stock such that the Hana stockholders collectively own approximately 85% of EMLRs outstanding voting securities immediately following the Merger. Prior to completion of the Merger, EMLRs abandoned its business plan and upon completion of the Merger adopted Hanas business plan and model. Further, in connection with the Merger, EMLRs officers and directors were replaced by the current officers and directors of Hana Hudson . Accordingly, the transaction was accounted for as a reverse acquisition for accounting purposes, with Hana as the accounting acquiror (legal acquiree) and EMLR as the accounting acquiree (legal acquiror). Following completion of the transaction, EMLR
adopted the business of Hana Biosciences.





In addition, because Hana Biosciences was the acquiring company for accounting purposes, EMLR thereafter adopted Hana Biosciences December 31 fiscal year. The following is a discussion of EMLRs results of operations for the transition period from March 1, 2004 to July 21, 2004, the date of the Merger.





***Results of Operations***





For the period from March 1, 2004 to July 21, 2004:





EMLR did not receive any revenues from operations.





For the period ended July 21, 2004, EMLR had expenses of $3,050 consisting of professional fees and consulting expenses and other expenses of $467.





Interest income and expense for the period ended July 21, 2004, was $11.


5


Total expenses for the period ended July 21, 2004 were $3,287.





***Liquidity and Capital Resources***





As reflected in the Statement of Cash Flows for the period ended July 21, 2004 cash used in operating activities was $3,754. Cash flows used in financing activities for the period ended July 21, 2004 was $22,000.





This is due to the repayment of loans from Advanced Funding. Advanced Funding is controlled by Jerry Burden who also controls The Washington Trust, a majority shareholder of EMLR prior to the July 21, 2004 merger with Hana Biosciences. The loan proceeds, along with working capital obtained from the sale of common shares to EMLRs former officers, directors and principal shareholders, was consumed in the pursuit of EMLRs goals and objectives.





Prior to our merger transaction with Hana Biosciences on July 21, 2004, EMLR had ceased operating its Internet-based real estate business. Upon completion of the merger transaction, EMLR will now pursue the business of Hana Biosciences.





**Item 3.** **Controls and Procedures**





As of July 21, 2004, the Registrant carried out an evaluation, under the supervision and with the participation of its chief executive and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13A- 15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon that evaluation, its Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be disclosed in its periodic reports to the Securities and Exchange Commission. During the transition period from March 1, 2004 to July 21, 2004, there were no significant changes in the
Registrants internal controls over financial reporting that have significantly affected, or are reasonably likely to significantly affect, its internal controls over financial reporting subsequent to such evaluation.





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**PART II - OTHER INFORMATION**





**Item 5. Other Events**





As the result of the merger completed July 21, 2004 between Email Real Estate.com, Inc. and Hana Biosciences, Inc., the Registrant adopted the fiscal year of Hana Biosciences as of the date of the merger transaction. Accordingly, the Registrant now has a fiscal year ending December 31.





**Item 6.** **Exhibits and Reports on Form 8-K**





(a)

ExhibitsExhibit No.
Description31.1


Certification of Chief Executive Officer31.2


Certification of Chief Financial Officer32.1


Certifications of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(b)

Reports on Form 8-K





The Registrant filed a Current Report on Form 8-K on June 24, 2004 announcing that it had entered into an Agreement and Plan of Merger with Hudson Health Sciences, Inc. (now known as Hana Biosciences, Inc.), pursuant to which a wholly-owned subsidiary of the Company would merge with and into Hudson, with Hudson remaining as the surviving corporation and a wholly-owned subsidiary of the Registrant.





**SIGNATURES**




In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: October 22, 2004

HANA BIOSCIENCES, INC.By:/s/ Mark J. AhnMark J. AhnPresident and Chief Executive OfficerDate: October 22, 2004

By: /s/ John P. IparraguirreJohn P. IparraguirreChief Financial Officer


7


**Exhibit Index**


Exhibit No.
Description31.1


Certification of Chief Executive Officer31.2


Certification of Chief Financial Officer32.1


Certifications of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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