UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended:  December
31, 2008  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.)  3889 Vistacrest Dr. Reno, Nevada 89509 (Address of Principal Executive
Offices)  (775) 848-2124 (Registrants Telephone Number,
including area code)  Securities registered pursuant to Section
12(b) of the Act: None  Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.001  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes
[  ] No [X]  Indicate by check mark if the Registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [
 ]   No [X]  Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act 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. (1) Yes [X] No [  ]
    (2) Yes [X] No [  ]  Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [  ]   1   Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company: Large accelerated
filer       [   ]
Accelerated filed
                              [ 
 ]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 [  ] No [X]  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and
asked price of such common stock, as of the last business day of the
Registrant's most recently completed second quarter.  The market value of the voting and
non-voting common stock is $73.70, based on 73,700 shares held by
non-affiliates.  Due to the extremely limited trading market for the
Issuers common stock, these shares have been arbitrarily valued at par value of
one mill ($0.001) per share.  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Not applicable.  As of March 27, 2009, the Issuer had
2,073,700 shares of common stock outstanding.  Documents incorporated
by reference: See Item 15.  PART I  FORWARD LOOKING STATEMENTS  In this Annual Report, references to Han
Logistics, Inc., Han, the Company, we, us, our and words of similar
import) refer to Han Logistics, Inc., the registrant.  This Annual Report contains certain
forward-looking statements and for this purpose any statements contained in this
Annual Report that are not statements of historical fact may be deemed to be
forward-looking statements.  Without limiting the foregoing, words such as
may, will, expect, believe, anticipate, estimate or continue or
comparable terminology are intended to identify forward-looking statements.
 These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control.  These factors
include but are not limited to economic conditions generally and in the markets
in which Han participates, competition within Hans industry, technological
advances and failure by us to successfully develop business relationships.  ITEM 1.  BUSINESS  Business Development  Han Logistics, Inc., is a development-stage
corporation that was organized under the laws of the State of Nevada on July 1,
1999. We propose to commence operations in the rapidly growing logistical
services industry by developing, marketing and delivering logistical analysis,
problem-solving and other logistics services to prospective business customers.
These potential customers include any company that utilizes systems and
processes, such as customer service, purchasing, inventory control,
transportation and warehousing, in the delivery of products and/or services to
customers located anywhere in the world. Ms. Amee Han Lombardi, our
President/Secretary/Treasurer, was a 2004 graduate of the logistics program at
the University of Nevada, Reno, who completed a successful internship at Mars,
Inc.-Kal Kan, Reno, Nevada and for four years was project coordinator, acting
warehouse manager, acting shipping manager, acting materials manager, and
project manager at Sierra Design Group, Reno, Nevada. While Ms. Han Lombardi's
strengths in the field of logistics include project management, software
evaluation and report  2   administration
and her area of specialty is customer service-driven sales, she also has
experience in warehousing, purchasing, manufacturing, and transportation. Ms.
Han Lombardi proposes to differentiate Han Logistics' proposed services from
those of our competitors by (i) providing superior, state-of-the-art logistics
services and solutions highly customized to suit the unique requirements of each
customer's business and (ii) by emphasizing customer service as the focus of our
business philosophy and marketing strategy.  Except for applicable tax laws, rules and
regulations, we are not aware of any existing or probable governmental rules or
regulations relating to our proposed business of developing, marketing and
delivering logistical analysis, problem-solving and other logistics services to
prospective business customers.  Business Description  Principal Products or Services and their
Markets  The services that we propose to develop,
market and deliver include logistical analysis, problem-solving and other
logistics services. In simplified terms, "logistics" involves ensuring that the
right product (service), in the right quantity and condition, is delivered to
the right customer, at the right place, time and cost. Accordingly, while the
one basic service that any logistics service provider provides is logistical
analysis, there are infinite variations in the specific logistical analysis
services provided to a customer depending upon many factors, including, among
others, the nature and price(s) of the customer's product(s) and/or service(s),
the volume of the customer's business and the number and location of the
customer's customers. The desired results of logistical analysis are, among
others, an improvement in functioning, reduction in cost and other optimization
of the customer's logistics systems, procedures and functions. Since the cost of
logistics accounts for such a large portion of any company's total operating
budget, a small percentage savings can have great impact on Han Logistics'
profitability. Accordingly, many companies continuously monitor, evaluate and
implement cost-saving logistical measures such as outsourcing to third party
providers, or bringing in-house, various functions, including customer service,
purchasing, inventory control, transportation and warehousing.  We
currently have one customer, for whom we are consulting on a data mining related
project.  Because of our small size and limited resources, our executive
officers, who are the only Company employee as of the date hereof, will
initially focus their efforts on obtaining a small number of customers located
in Reno, Nevada, northern Nevada and/or eastern California. We will seek to
provide these initial prospective customers with superior, state-of-the-art,
highly customized services so as to obtain superior results and establish
ongoing customer relationships. We will seek to obtain referrals through
word-of-mouth from these initial relationships and utilize our initial
performance record in our marketing strategy to commence building a larger
customer base. Among the services that we propose to offer customers is (i)
overall analysis of the customer's various logistical systems and functions,
such as customer service, purchasing, inventory control, transportation and
warehousing; (ii) recommendations for and/or implementation of improvements,
modifications, cost reductions and/or other efficiencies in the performance of
various of these systems and functions; (iii) recommendations for and/or
implementation of outsourcing of functions to third parties where appropriate;
(iv) consulting; and (v) specific problem-solving. We will not, like some
logistics firms, specialize in any one area of the logistics industry. Rather,
our executive officers and directors will seek to use their expertise and
experience to make available to, and customize to the business and operations
of, each customer all of the services aforementioned, including, but not limited
to, overall analysis, recommendations, implementation and specific
problem-solving.  We will charge each customer a fee for our
services based upon, among other factors, the time necessitated in the
performance of, and the difficulty of, the services. Investors in our common
stock will have no opportunity to evaluate, or have a voice in the determination
of, the selection of customers or fees charged for our proposed services. We
intend, depending upon the success of our initial operations, to employ limited
additional personnel with experience in the logistics business. While we will
have working capital available to employ a limited number of additional
employees, in addition to our executive officers, a marketing specialist and a
part-time bookkeeper, in the event that we are able to obtain the maximum
proceeds under our current stock offering, these funds may ultimately be
allocated differently. Our continuation in business after the expiration of one
year from the date of this offering and the employment of significant additional
staff, will be dependent upon our achievement of significant profits from
operations and/or obtaining significant capital in excess of that anticipated to
be realized from this offering. Eventually, assuming our initial success,
management plans to expand the scope of Han Logistics' services.   3   In order to
ensure the performance of high quality, state-of-the-art, customized services,
we will endeavor to follow specific procedures ourselves, double-checking
crucial steps and benchmarking our services with those of competitors. Certain
of the procedures that we intend to follow include: (i) prompt response to
customers during, and availability to customers for emergencies after, business
hours; (ii) provision of free, written estimates within approximately 72 hours;
(iii) commencement of work within seven days following the receipt of a signed
contract; (iv) completion of services undertaken without interruption; (v) use
of the highest quality products and materials available; (vi) follow-up
subsequent to the completion of each job to ensure customer satisfaction; and
(vii) guarantee of satisfaction of the services performed. Additionally, we
intend to evaluate and assess the nature, quality and timeliness of our services
from time-to-time through surveys and other means in order to be responsive to
changes in market conditions and customer demands and to be competitive with the
services offered by competitors.  As of the filing date of this Report, we
are doing consulting for one company on a data-mining related project, for which
we expect to receive revenues on an ongoing basis at a rate of $40 per hour.
 This project is a direct result of our software development.  Strategy  Management believes that the logistics
services industry, which we have determined to enter, has expanded rapidly in
the past several years and that growth is expected to continue at a strong pace
for the foreseeable future. This phenomenon presents an opportunity for a
start-up company like us to enter the market. We believe that we can address,
with highly customized, state-of-the-art services and solutions, including
overall analysis and specific problem-solving, the needs of customers who seek
guidance and assistance in optimizing their logistical functions. Additionally,
we believe that we will be able to capitalize on the trend of companies to
outsource less significant but vital functions and projects that they would not
otherwise be able to implement. Rather than operate within the parameters of
existing logistics methodologies, we propose to apply our talents creatively in
the use of every possible resource to bring a fresh perspective to the analysis
of customers' logistical systems and procedures and customize recommendations
for improvements and solutions to problems. In this manner, we hope to achieve
superior results and develop long lasting relationships with our customers. We
intend to price our proposed services competitively, using the knowledge that
our target market of smaller companies considers price or value as the most
important criterion in its selection of a logistics services provider. Our
future goal is not necessarily to be a logistics company large in size, but to
be known for the performance of superior, highly customized services.  The one feature that we propose to
distinguish our company from our competitors is customer service. We intend that
Han Logistics be organized so as to be customer service-driven. In the future,
we propose, assuming our initial success, to add personnel in the area of
customer service and, if necessary, to cut expenses in other areas first. We
believe that the fact that we are a very small, owner-operated company may allow
us the flexibility to be more service oriented than our larger, more structured
competitors. Our small size is expected to permit us to more quickly and
effectively control and monitor the direction and effect of our decisions and
actions. We intend to stress customer service as our strength in our marketing
campaign and literature and build and maintain our reputation based upon our
goal of providing the best and most highly customized services in the
marketplace. Further, we intend to employ a great deal of flexibility, give
employees a wide latitude and devote the necessary extra time and effort in the
performance of logistical analysis, problem-solving and other logistics services
so as to accommodate our customers' needs. Because we are a new company, we can
hire employees with this service-oriented philosophy in mind and make certain
that the employees integrate it in the performance of their
responsibilities.  Marketing  The Market. As reported by the Council of
Logistics Management, over $800 billion is spent annually in the United States
on logistics. Also, according to the Council of Logistics Management, the amount
spent on logistics worldwide is in excess of $1.4 trillion and will continue to
increase as a result of the continued expansion of the "global marketplace."
Further, the Council of Logistics Management reports that, because of the
increasingly global marketplace, logistics-related expenditures worldwide have
increased approximately 20% over the past decade and are expected to increase at
this rate for the foreseeable future. Sales of logistics services have been
relatively steady for the past five years and are not subject to significant
cyclical or seasonal variation. In fact, effective logistics management becomes
increasingly more important as the economy declines.   4   The most
significant development in the marketplace, which is responsible for very strong
growth in the logistics industry, is the ongoing trend by corporations to
downsize and outsource logistics services such as customer service, purchasing,
inventory control, transportation and warehousing. Much of the recent growth is
the result of outsourcing of one or more of the foregoing services by companies
that have not previously done so. Accordingly, these companies have no existing
relationship with a logistics service provider and start-up companies, such as
Han Logistics, have the potential to obtain the business. As a result, it is
possible for new companies, including Han Logistics, entering the logistics
services business to generate significant revenue from new customers without
taking customers away from existing competitors. Because of this phenomenon, we
believe that growth in the logistics industry will continue unabated for the
foreseeable future. Another important trend is the increasing overseas market
for logistics services resulting, principally, from the globalization of the
operations of United States companies. According to the Council of Logistics
Management, United States logistics service providers providing logistics
services to overseas companies are experiencing rapid growth rates, which are
expected to continue in the future.  While there are obvious differences among
logistics service providers with regard to features, pricing and other factors,
the logistics services market, for the most part, remains free from
segmentation. That is, competitors are, generally speaking, all competing for
the same customer and each logistics service provider seeks to provide, without
significant differentiation or variation, the same general types of functions
and services. Despite the fact that companies offering logistics services market
themselves based upon real and purported competitive differences, virtually all
firms compete in the same marketplace for the same customers.  Our target market is, theoretically, any
corporation or other entity involved in the universal thread or "pipeline" of
planning and coordinating the manufacture, sale and/or delivery to customers
anywhere in the world of products and/or services. However, because of our small
size and developmental stage, the companies initially targeted by us as
candidates for our logistics services will satisfy the following criteria: (i)
gross revenues from $-0- (start-up companies) to $200 million; (ii) two to 150
employees; and (iii) operations in manufacturing, warehousing, distribution
and/or retail and/or wholesale sales, including electronic commerce. These
companies are expected to be relatively new or growing firms and both privately-
and publicly-held. Further, our initial target market will be limited,
generally, to companies located in the Reno, Nevada, metropolitan area, northern
Nevada and/or eastern California. Ms. Amee Han Lombardi, our executive officer
and director, has lived and worked in the Reno, Nevada, area for the past
approximately 12 years, and, accordingly, are familiar with the facilities and
amenities in the surrounding area. Long-term, management plans to expand Han
Logistics' target market to include nationally and internationally-based
companies.  Marketing Strategy. Our prospective
customers are expected to respond most favorably to a marketing campaign
involving the steps described below. Initially, we would provide a prospective
customer with printed literature, such as a sales brochure, for review. Next, we
would contact the targeted company by telephone and, thereafter, make a personal
presentation describing our proposed services in detail. Finally, we would
follow up our personal presentation with contact, by telephone, by mail, in
person or otherwise, over a period of several weeks during which the prospective
customer considers and/or discusses with others the decision whether to retain
our services. If our target company was a large corporation or business, which
is not expected initially, we could expect to deal with the Vice President for
logistics or the Controller as the primary decision-maker, whose support would
be crucial to our employment. However, we could not ignore department managers
or others who might have influence over, or the ability to veto, the hiring
decision. Upon completion of the performance of services for any customer, we
would follow up with surveys and otherwise take advantage of opportunities for
feedback to ensure customer satisfaction.  We anticipate that our very limited
finances and other resources may be a determinative factor in the decision of
any prospective employee as to whether to become employed by Han Logistics. We
intend to rely upon the judgment and conclusions of Ms. Amee Han Lombardi, our
President/Secretary/Treasurer, based solely upon her knowledge and prior limited
business experience, relative to Han Logistics' needs for marketing expertise,
until the time, if ever, that we are successful in attracting and employing the
per project marketing specialist initially proposed and/or other capable
marketing and customer support personnel.  The fact that a corporation or other entity
was affiliated with us or an equity interest in Han Logistics was owned by one
or more of our executive officers, directors and/or controlling shareholders,
would not disqualify the company from consideration as a potential customer. In
order to minimize conflicts of interest, we have adopted in our minutes a policy
that any contracts or other transactions with entities of which our officers,
directors and/or  5   controlling
shareholders are also directors or officers, or in which they have a financial
interest, will be approved by a majority of the disinterested members of the
Board of Directors or will be fair and reasonable, but that none of these
transactions by Han Logistics shall be affected or invalidated solely because of
the relationship or interest of directors or officers. Nevertheless, in an
instance where a disinterested majority of the members of the Board of Directors
is unavailable to approve a transaction with an affiliated or related party, Han
Logistics, pursuant to action of the Board of Directors, requires that the
transaction be deemed to be fair and reasonable in order to be a valid,
enforceable obligation.  Advertising. We plan to use direct mail to
reach potential customers. We propose to target our mailings, including an
information/sales brochure, a letter of introduction and a description of our
proposed services customized for the targeted customer's business, to
manufacturing, warehousing, sales and customer service and distributions firms
whose identities we expect to obtain from telephone directories, the chamber of
commerce and others.  Distribution Methods of the Products or
Services  None; not applicable.  Status of any Publicly Announced New
Product or Service  None; not applicable.  Competitive Business Conditions and
Smaller Reporting Company's Competitive Position in the Industry and Methods of
Competition  We are expected to be an insignificant
participant in the logistics services business for the foreseeable future. Our
competition consists of a myriad of companies currently engaged in the business
of providing logistics services nationally and internationally. All of these
companies seek to satisfy the need for efficiencies and cost reductions in the
product and/or service manufacturing, marketing and delivery processes and
solutions to logistics complexities and difficulties created, in part, by the
increasing globalization of commerce, including electronic commerce. The primary
factor considered by larger customers in selecting a logistics service provider
is believed to be performance, as emphasized in the advertising, press releases
and marketing efforts of most logistics service providers, especially the larger
companies. We believe that smaller companies consider price or value to be the
most important competitive factor, with performance also being an important
consideration. Our target market will be the smaller companies. Accordingly, we
expect to compete on the basis of price (or the value to the customer of the
services performed) and, to a lesser extent, on the basis of our reputation
among customers as a quality provider of logistical analysis, problem-solving
and support services and our locality of operation.  Competition in the logistics business is
also limited by locality. That is, despite globalization of commerce, customers
remain reluctant to utilize the services of a logistics service provider based
in a distant location and tend to prefer a provider whose business is
specifically focused in the customer's region of operation. We attribute this
phenomenon to the dynamic nature of the customer's business, thus requiring
expeditious solutions to rapidly changing needs. This phenomenon also encourages
us to believe that Han Logistics may be able fill a niche in northern Nevada and
eastern California where it is believed that no one competitor dominates. We
base this claim upon the relative size of the logistics service providers
operating in this area because most of these companies are privately-held and
accurate information on their sales is unavailable. In our Reno, Nevada,
locality, our primary competitors are expected to be the logistics departments
of our prospective customers themselves. We believe, however, that we will be
able to compete by capitalizing on the trend of companies to out-source less
significant but vital functions and projects that they would not otherwise be
able to implement. Our indirect competitors are expected to be much larger,
full- service logistics firms located outside northern Nevada, including,
primarily, warehousing and distribution companies uninterested and unavailable
for the smaller and short-term projects we may pursue. However, these much
larger, full-service logistics firms are prospective sources for customers to
the extent that they out-source their overflow work.  A less important, but also critical, factor
than location in the selection of a logistics service provider is the provider's
specialty of function, if any. When this factor is an important component in the
customer's selection of a logistics service provider, the degree of competition
varies widely depending of the area of specialization. Overall,  6   competition is
most intense for the business of the larger manufacturing and distribution firms
and less intense for smaller accounts that typically require a high degree of
customization in the logistics services required. Accordingly, in order to
obtain customers, it is important for us to, (i) most importantly, price our
services competitively, taking into consideration our small size, limited
resources and developmental stage of operation; (ii) secondarily, develop a
record demonstrating satisfactory and, if possible, superior, performance at the
earliest possible time; and (iii) focus on customers whose operations are based
in our own locality, i.e., Reno, Nevada, northern Nevada and/or eastern
California. In this latter regard, we intend to cultivate relationships in the
Reno, Nevada, business community through the University of Nevada, Reno,
logistics program and otherwise, so as to develop the local goodwill important
to customers in their selection of a logistics service provider.  Many of the companies and other
organizations with which we will be in competition are established and have far
greater financial resources, substantially greater experience and larger staffs
than we do. Additionally, many of these organizations have proven operating
histories, which we lack. We expect to face strong competition from both the
well-established companies and small independent companies like ourselves. To
the extent that we become dependent on one or a few clients, the termination of
these relationships could adversely affect our ability to continue as a viable
enterprise. In addition, our proposed business may be subject to decline because
of generally increasing costs and expenses of doing business, thus further
increasing anticipated competition. It is anticipated that there may be
significant technological advances in the future and we may not have adequate
creative management and resources to enable us to take advantage of these
advances. The effects of any of these technological advances on us, therefore,
cannot be presently determined. We believe, to the extent that we have funds
available, that we will be capable of competing effectively with our
competitors. However, because of our minimal capital, even after the successful
completion of our current stock offering, we expect to be at a competitive
disadvantage in our endeavor to provide cost-effective logistical analysis
services, achieve rapid problem-solving capability and provide in-depth
solutions to logistics difficulties and complexities. Further, we cannot assume
that we will be successful in achieving profitable operations through our
proposed business of providing logistics services and solutions.  Sources and Availability of Raw
Materials and Names of Principal Suppliers  None; not applicable.  Dependence on One or a Few Major
Customers  As of the filing date of this Report, we
are dependent upon one customer, Pindi Products, for all of our revenue.
 Until we are able to develop additional sources of revenue, we will be
dependent on this customer for all of our revenue.  Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts, including
Duration  None; not applicable.  Need for any Governmental Approval of
Principal Products or Services  None; not applicable.  Effect of Existing or Probable
Governmental Regulations on the Business  Smaller Reporting
Company  We are subject to the reporting
requirements of Section 13 of the Exchange Act, and we are subject to the
disclosure requirements of Regulation S-K of the SEC, as a smaller reporting
company.   That designation will relieve us of some of the
informational requirements of Regulation S-K.  Sarbanes/Oxley Act  We are also subject to the Sarbanes-Oxley
Act of 2002.  The Sarbanes/Oxley Act created a strong and independent  7   accounting
oversight board to oversee the conduct of auditors of public companies and
strengthens auditor independence.  It also requires steps to enhance the
direct responsibility of senior members of management for financial reporting
and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view,
possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members appointment, compensation and oversight of the work
of public companies auditors; management assessment of our internal controls;
auditor attestation to managements conclusions about internal controls
(anticipated to commence with the December 31, 2009, year end); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions. Compliance with the
requirements of the Sarbanes/Oxley Act will substantially increase our legal and
accounting costs.  Securities Exchange Act of 1934, as amended (the
Exchange Act) Reporting Requirements  Section 14(a) of the Exchange Act requires
all companies with securities registered pursuant to Section 12(g) of the
Exchange Act to comply with the rules and regulations of the SEC regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to shareholders
of the Company at a special or annual meeting thereof or pursuant to a written
consent will require the Company to provide the Companys shareholders with the
information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the SEC at least 10 days prior
to the date that definitive copies of this information are forwarded to the
Companys shareholders.  We are required to file annual reports on
Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange
Commission on a regular basis, and are required to timely disclose certain
material events (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course
of business; and bankruptcy) in a Current Report on Form 8-K.  Research and Development Costs During
the Last Two Fiscal Years  None; not applicable.  Cost and Effects of Compliance with
Environmental Laws  None; not applicable.  Number of Total Employees and Number of
Full Time Employees  Han Logistics has had no full-time
employees since its organization. Amee Han Lombardi, our executive officer and
director, and Kathleen M. Kennedy, a former executive officer and director, have
served as the only part-time employees of Han Logistics since our inception.
Except for directors fees in the amount of $250 paid quarterly to each officer
and director through September 30, 2001, no cash compensation has been awarded
to, earned by or paid to either individual for all services rendered in all
capacities to Han Logistics since our organization on July 1, 1999. However, on
July 1, 1999, we issued Ms. Han Lombardi, our President, Secretary and
Treasurer, 2,000,000 shares of common stock in consideration for the sum of
$27,000 in cash ($.0135 per share). The sum of $1,000, out of the minimum
proceeds anticipated, without assurance, to be received from our ongoing
securities offering, has been allocated to pay directors' fees of $250 per
quarter to Ms. Han Lombardi and Michael Vardakis. We anticipate that, at such
time, if ever, as our financial position permits, assuming that we are
successful in raising additional funds through equity and/or debt financing
and/or generating a sufficient level of revenue from operations, Ms. Han
Lombardi and any other executive officers and/or directors of Han Logistics will
receive reasonable salaries and other appropriate compensation, such as bonuses,
coverage under medical and/or life insurance benefits plans and participation in
stock option and/or other profit sharing or pension plans, for services as our
executive officers and may receive additional fees for their attendance at
meetings of the Board of Directors. Further, we may pay consulting fees to
persons who perform services for us, although we have no present plans to do
so.   8   Reports to
Security Holders  Additional Information  You may read and copy any materials that we
file with the SEC at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549.  You may also find all of the reports or
registration statements that we have filed electronically with the SEC at its
Internet site at www.sec.gov.
 Please call the SEC at 1-202-551-8090 for further information on this or
other Public Reference Rooms.  The Companys SEC Reports are also available
from commercial document retrieval services, such as Corporation Service
Company, whose telephone number is 1-800-222-2122.  ITEM 1A.  RISK FACTORS  Not required for Smaller Reporting Companies.  ITEM 2:  PROPERTIES  Han Logistics maintains its offices
pursuant to a verbal arrangement rent-free at the residence of Ms. Amee Han
Lombardi, President/Secretary/Treasurer and a director of Han Logistics, located
at 3889 Vistacrest Dr., Reno,, Nevada, 89509. Han Logistics' present office
arrangement, which is expected to be adequate to meet our needs for the
foreseeable future, has been valued by management at a nominal value and,
accordingly, does not impact the accompanying Financial Statements of Han
Logistics. Han Logistics' telephone and facsimile number is (775) 787-7483.  ITEM 3:  LEGAL PROCEEDINGS  The Company is not a party to any pending
legal proceeding. To the knowledge of management, no federal, state or local
governmental agency is presently contemplating any proceeding against the
Company. No director, executive officer or affiliate of the Company or owner of
record or beneficially of more than five percent of the Companys common stock
is a party adverse to the Company or has a material interest adverse to the
Company in any proceeding.  ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  The Company has not submitted a matter to a
vote of our shareholders during the fourth quarter of our fiscal year ended
December 31, 2008.   PART II   ITEM 5:  MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Market Information  There is no established trading market
for our shares of common stock. We are listed on the OTC Bulletin Board of the
Financial Industry Regulatory Authority (FINRA) under the symbol HANO;
however, management does not expect any established trading market to develop
unless and until we have material operations. In any event, no assurance can be
given that any market for our common stock will develop or be maintained. If a
public market ever develops in the future, the sale of unregistered and
restricted shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management or others may have a substantial
adverse impact on any such market.  All of these persons have satisfied the
six-month holding period requirement of Rule 144.  Set forth below are the high and low
closing bid prices for our common stock for each quarter of our two most
recently completed fiscal years.  These bid prices were obtained from Pink
Sheets, LLC, formerly known as the  9   National
Quotation Bureau, LLC, All prices listed herein reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not represent actual
transactions.  Period
High
LowJanuary 1, 2007 through March
31, 2007
None
NoneApril 1, 2007 through June
30, 2007
None
NoneJuly 1, 2007 through
September 30, 2007
$0.25
$0.20October 1, 2007 through
December 31, 2007
$0.25
$0.25January 1, 2008 through March
31, 2008
$0.75
$0.25April 1, 2008 through June
30, 2008
$0.25
$0.25July 1, 2008 through
September 30, 2008
$0.25
$0.25October 1, 2008 through
December 31, 2008
$0.25
$0.25  Holders  The Company currently has 56 shareholders,
not including an indeterminate number who may hold shares in street name.  Dividends  Holders of shares of common stock are
entitled to share pro rata in dividends and distributions with respect to the
common stock when, as and if declared by the Board of Directors out of funds
legally available therefor. We have not paid any dividends on our common stock
and intend to retain earnings, if any, to finance the development and expansion
of our business. Future dividend policy is subject to the discretion of the
Board of Directors and will depend upon a number of factors, including future
earnings, capital requirements and the financial condition of Han Logistics.  Securities Authorized for Issuance Under Equity
Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holders
None
None
NoneEquity compensation plans not approved by security
holders
None
None
NoneTotal
None
None
None  10      Recent Sales of Unregistered Securities; Use of
Proceeds from Registered Securities  During the last three years we have not issued any
unregistered securities.  Rule 144  The following is a summary of the current requirements of
Rule 144:  Affiliate or Person Selling on Behalf
of an Affiliate
Non-Affiliate (and has not been an
Affiliate During the Prior Three Months)Restricted Securities of Reporting Issuers
During six-month holding period  no resales
under Rule 144 Permitted.

After Six-month holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During six- month holding period  no
resales under Rule 144 permitted.

After six-month holding period but before one
year  unlimited public resales under Rule 144 except that the current
public information requirement still applies.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.Restricted Securities of Non-Reporting
Issuers
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.  Use of Proceeds of Registered Securities  There were no proceeds received during the
calendar year ended December 31, 2008, from the sale of registered securities.  Purchases of Equity Securities by Us and
Affiliated Purchasers  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  11    Month #1 October 1, 2008
None
None
None
NoneMonth #2 November 1, 2008
None
None
None
NoneMonth #3 December 1, 2008
None
None
None
NoneTotal
None
None
None
None   ITEM 6:  SELECTED FINANCIAL DATA  Not required for smaller reporting
companies.  ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION  When used in this Annual Report, the words
may, will, expect, anticipate, continue, estimate, project,
intend, and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities Act and Section
21e of the Exchange Act regarding events, conditions, and financial trends that
may affect Westcotts future plans of operations, business strategy, operating
results, and financial position.  Persons reviewing this Annual Report are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that actual results
may differ materially from those included within the forward-looking statements
as a result of various factors.  Such factors are discussed further below
under Trends and Uncertainties, and also include general economic factors and
conditions that may directly or indirectly impact our financial condition or
results of operations.  Plan of Operation  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. 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 calendar years
ended December 31, 2007, but did generate $950 in revenues during the year ended
December 31, 2008.  Operating expenses for the year ended December 31, 2008
and 2007, and the period from inception through December 31, 2008, totaled
$35,000, $58,423 and $257,680, respectively.  Our net loss during the
calendar year ended December 31, 2008 and 2007, was $41,403 and $80,774. For the
period from inception through December 31, 2008, we had total revenues of
$11,631 and a net loss of $(311,287).  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
generate sufficient cash flow to meet our obligations on a timely basis and,
ultimately, to achieve profitability.  In March, 2009, which is subsequent to the
period covered by this Report, we were engaged by Pindi Products to perform data
mining-related consulting at a rate of $40 per hour.  We have developed our
linear programming software for distance minimization.  Our next goal is to
integrate it into our web site.  Liquidity and Capital Resources  As of December 31, 2008, we had $15 in
cash.   12   Results of
Operations  As of December 31, 2008, we had total cash
assets of $15. We had total current liabilities of $190,596 and working capital
deficit of $190,581 and stockholders' deficit of $(190,385) as of December 31,
2008. Deficits accumulated during the development stage totaled $(311,287). 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 registered public accounting  firm has noted that
the Company has accumulated losses from operations and has the need to raise
additional financing in order to satisfy its vendors and other creditors and
execute its business plan. These factors raise substantial doubt about our
ability to continue as a going concern. Our future success will be dependent
upon our ability to provide effective and competitive logistical analysis,
problem-solving and other logistics services that meet customers' changing
requirements. Should Han 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. While Ms.
Han Lombardi has the capacity to fund Han Logistics at current levels, she has
no obligation to do so.  Off-Balance Sheet Arrangements  We had no off-balance sheet arrangements
for the year ended December 31, 2008.  ITEM 7A:  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK  Not required for smaller reporting
companies.   ITEM 8:  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA   Han Logistics, Inc.  [A Development Stage
Company]    Financial Statements and
Report of Independent Registered  as of December 31, 2008 and
2007 and for the years ended December 31, 2008 and 2007  and for the Period from
Inception(July 1, 1999) through  December 31, 2008        13     Han Logistics,
Inc. [A Development
Stage Company]  TABLE OF
CONTENTS   Page  Report of Independent
Registered Public Accounting
Firm                             
  1-2  Balance Sheets-December 31,
2008 and 2007
                                                      
     3  Statements of Operations
for the years ended December 31, 2008 and 2007, and for the
period from Inception [July 1, 1999] through December 31, 2008
                                                                                            
           4  Statements of Stockholders'
Deficit for the period from Inception [July
1, 1999] through December 31,
2008                                                   
             5      Statements of Cash Flows
for the years ended December 31, 2008 and 2007, and for the period from
Inception [July 1, 1999] through December 31, 2008     6  Notes to Financial
Statements
                                                                            7-20                       14   REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the
Board of Directors and Shareholders Han
Logistics, Inc. [a development stage company] Reno,
NV  We have audited the accompanying balance sheets of Han Logistics,
Inc. [a development stage company] as of December 31, 2008 and 2007, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2008 and 2007, and for the period from inception [July
1, 1999] through December 31, 2008. These financial statements are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
 An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.  In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Han Logistics, Inc.
[a development stage company] as of December 31, 2008 and 2007, and the results
of its operations and cash flows for the years ended December 31, 2008 and 2007,
and for the period from inception [July 1, 1999] through December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.  The accompanying financial statements have been prepared assuming
that Han Logistics, Inc. will continue as a going concern.  As discussed in
Note 3 to the financial statements, 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 which raises
substantial doubt about its ability to continue as a going concern.
 Managements plans in regard to these matters are also described in Note
3.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.   Mantyla
McReynolds Salt
Lake City, Utah March
31, 2009  15   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] BALANCE
SHEETS December
31, 2008 and 2007  ASSETS  December
31,

December
31,2008

2007CURRENT
ASSETS:Cash
$
                     15

$
            2,559Total
Current Assets
15

2,559PROPERTY, PLANT AND
EQUIPMENT, net
196

783TOTAL ASSETS
$
                     211

$
            3,342LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT
LIABILITIES:Accounts
payable
$
                83,063

$
         70,543Accounts
payable-Related party
8,000

8,000Accrued
interest
698

-Accrued
interest - Related Parties
23,248

16,594Notes
payable
9,700

-Notes
payable - Related parties
65,887

57,187Total
Current Liabilities
190,596

152,324STOCKHOLDERS'
DEFICIT:Capital
stock, $.001 par value; 50,000,000 shares authorized;2,073,700
shares issued and outstandingat
December 31, 2008 and 2007, respectively
2,074

2,074Additional
paid-in capital
118,828

118,828Deficit
accumulated during the development stage
(311,287)

(269,884)Total
Stockholders' Deficit
(190,385)

(148,982)TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT
$
                     211

$
          3,342 The
accompanying notes are an integral part of these financial statements.   16   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] STATEMENTS
OF OPERATIONS FOR THE
YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM
INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2008  InceptionYear
Ended

Year
Ended

(July 1,
1999) toDecember
31,

December
31,

December
31,2008

2007

2008Revenues
$
             600

$
                    -

$
          10,081Revenues - Related
Party
350

-

1,550Total Revenues
950

-

11,631EXPENSES:Depreciation
587

587

1,565General
and administrative expenses
34,413

57,836

256,115TOTAL OPERATING
EXPENSES
35,000

58,423

257,680Net operating (loss)
(34,050)

(58,423)

(246,049)OTHER INCOME
(EXPENSE)Interest
income
-

-

35Interest
expense
(698)

-

(698)Interest
expense - Related Party
(6,655)

(22,351)

(64,575)Total other income
(expense)
(7,353)

(22,351)

(65,238)Net
Loss
$
      (41,403)

$
        (80,774)

$
      (311,287)EARNINGS (LOSS) PER
SHARE
$
          (0.02)

$
            (0.04)

$
            (0.15)WEIGHTED AVERAGE
SHARES OUTSTANDING  Basic and Diluted
2,073,700

2,073,700

2,023,143  The
accompanying notes are an integral part of these financial statements.  17   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] STATEMENTS
OF STOCKHOLDERS' EQUITY/(DEFICIT) FOR THE
PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2008 Additional



NetCapital Stock

Paid-in

Accumulated

Stockholders'Shares

Amount

Capital

(Deficit)

DeficitBalance,
July 1, 1999
0

$
            -

$
             -

$
              -

$
            -Issued
stock for cash at inception
2,000,000

2,000

25,000



27,000Net
loss for the Period Ended December 31, 1999






(2,426)

(2,426)Balance,
December 31, 1999
2,000,000

2,000

25,000

(2,426)

24,574Net
loss for the Year Ended December 31, 2000






(29,845)

(29,845)Balance,
December 31, 2000
2,000,000

2,000

25,000

(32,271)

(5,271)Net
loss for the Year Ended December 31, 2001






(6,107)

(6,107)Balance,
December 31, 2001
2,000,000

2,000

25,000

(38,378)

(11,378)Net
loss for the Year Ended December 31, 2002






(2,528)

(2,528)Balance,
December 31, 2002
2,000,000

2,000

25,000

(40,906)

(13,906)Net
loss for the Year Ended December 31, 2003






(3,001)

(3,001)Balance,
December 31, 2003
2,000,000

2,000

25,000

(43,907)

(16,907)Net
loss for the Year Ended December 31, 2004






(6,438)

(6,438)BALANCE,
December 31, 2004
2,000,000

2,000

25,000

(50,345)

(23,345)Common
stock issued for cash
53,500

54

53,446

-

53,500Stock
Issuance Costs
-

-

(20,398)

-

(20,398)Cost
of beneficial conversion feature (restated)
-

-

23,500

-

23,500Net
loss for the year ended December 31, 2005 (restated)
-

-

-

(53,459)

(53,459)BALANCE,
December 31, 2005
2,053,500

2,054

81,548

(103,804)

(20,202)Common
stock issued for cash
20,200

20

20,180

-

20,200Net
loss for the year ended December 31, 2006
-

-

-

(85,306)

(85,306)BALANCE,
December 31, 2006
2,073,700

2,074

101,728

(189,110)

(85,308)Cost
of beneficial conversion feature
-

-

17,100

-

17,100Net
loss for the year ended December 31, 2007
-

-

-

(80,774)

(80,774)BALANCE,
December 31, 2007
2,073,700

2,074

118,828

(269,884)

(148,982)Net
loss for the year ended December 31, 2008
-

-

-

(41,403)

(41,403)BALANCE,
December 31, 2008
2,073,700

$        2,074

$       118,828

$     (311,287)

$     (190,385) The
accompanying notes are an integral part of these financial statements.  18   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] STATEMENTS
OF CASH FLOWS FOR THE
YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM
INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2008 InceptionYear
Ended

Year
Ended

(July 1,
1999) toDecember
31,

December
31,

December
31,2008

2007

2008CASH FLOWS FROM
OPERATING ACTIVITIES:Net (Loss) from
operations
$
      (41,403)

$
      (80,774)

$
      (311,287)Adjustments
to reconcile net loss to net cash usedin
operating activities:Depreciation
587

587

1,565Amortization
of interest on beneficial conversion
-

17,100

40,600Changes
in assets and liabilities:(Increase)
in accounts receivable
-

-

-Increase
in accounts payable
12,520

34,966

91,063Increase
(decrease) in accrued expenses
7,352

5,251

23,946Net
cash provided by operating activities
(20,944)

(221,870)

(154,113)CASH FLOWS FROM
INVESTING ACTIVITIES:Purchase
of property, plant and equipment
-

-

(1,761)Net
cash used in investing activities
-

-

(1,761)CASH FLOWS FROM
FINANCING ACTIVITIES:Increase
(decrease) in notes payable
9,700

19,600

66,887Increase
(decrease) in notes payable  related party
8,700

-

8,700Increase
in stock issuance costs
-

-

(20,398)Proceeds
from issuance of common stock
-

-

100,700Net
cash provided by financing activities
18,400

19,600

155,889Net
Increase (decrease) in cash
(2,544)

(3,270)

15CASH AT BEGINNING
PERIOD
2,559

______5,829

-CASH AT END OF
PERIOD
$
               15

$
        2,559

$
                 15SUPPLEMENTAL CASH
FLOW INFORMATION:Cash
paid for income taxes
$
                 -

$
                  -

$
                   -Cash
paid for interest expense
$
                 -

$
                 -

$
                   - The
accompanying notes are an integral part of these financial statements.  19    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007   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 was incorporated under the laws of the
State of Nevada.  The Company
is considered to be in the development stage as defined in Financial Accounting
Standards Board Statement No. 7.  It has yet to commence full-scale
operations and it continues to develop its planned principal operations.  NOTE 2 -
Significant Accounting Policies  This summary
of significant accounting policies of Han Logistics, Inc. (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 and temporary cash investments with established financial
institutions.  Accounts Receivable  Trade
receivables are recognized and carried at the original invoice amount less
allowance for any un-collectible amounts. An estimate for doubtful accounts is
made when collection of the full amount is no longer probable. Bad debts are
written off as incurred. There were no bad debts for the period ended December
31, 2008.  Cash
and Cash Equivalents  The Company
considers all highly liquid investments purchased with original maturities of
three months or less to be cash equivalents.    20   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007   Fair
Value of Financial Instruments  The Company's
financial instruments include cash and cash equivalents, accounts receivable,
advances to suppliers, other receivables, accounts payable, short-term bank
loans, customer deposits, taxes payable, other payables and accrued expenses and
due to stockholders. Management has estimated that the carrying amount
approximates their fair value due to their short-term nature.  Shares
for Services and Other Assets  The Company
accounts for non-cash stock-based compensation issued to non-employees in
accordance with the provisions of SFAS No. 123 and EITF No. 96-18, Accounting
for Equity (deficit) Investments That Are Issued to Non-Employees for Acquiring,
or in Conjunction with Selling, Goods or Services.  Common stock issued to
non-employees and consultants is based upon the value of the services received
or the quoted market price, whichever value is more readily determinable.  Stock-Based Compensation  The Company
has accounted for stock-based compensation under the provisions of Statement of
Financial Accounting Standards No. 123(R), Share-Based
Payment.  This statement requires us to record an expense associated
with the fair value of stock-based compensation.  We currently use the
Black-Scholes option valuation model to calculate stock based compensation at
the date of grant.  Option pricing models require the input of highly
subjective assumptions, including the expected price
volatility.  Changes in these assumptions can materially affect the
fair value estimate.  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.  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.   21   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007  Income Taxes  The Company
recognizes deferred income tax assets or liabilities for the expected future tax
consequences of events that have been recognized in the financial statements or
income tax returns. Deferred income tax assets or liabilities are determined
based upon the difference between the financial statement and tax bases of
assets and liabilities using enacted tax rates expected to apply when the
differences are expected to be settled or realized. Deferred income tax assets
are reviewed periodically for recoverability and valuation allowances are
provided as necessary. We classify penalties and interest as income taxes as
allowed by FIN 48, Accounting for Uncertainty in Income Taxes.  A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to realize
their benefits, or that future realization is uncertain.  Segments  The Company
operates in only one business segment, namely the development, marketing and
delivering of logistical analysis, problem solving and other logistics
services.  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
period ended December 31, 2008, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.  Total potentially dilutive securities as of
December 31, 2008 approximate 546,870 shares (see Note 6).     22   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007  Recent
Accounting Pronouncements  Statement
of Financial Accounting Standard No. 157  In September
2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,
Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes
a framework for measuring fair value, and requires enhanced disclosures about
fair value measurements. SFAS 157 requires companies to disclose the fair value
of their financial instruments according to a fair value hierarchy as defined in
the standard. Additionally, companies are required to provide enhanced
disclosure regarding financial instruments in one of the categories, including a
reconciliation of the beginning and ending balances separately for each major
category of assets and liabilities. In February 2008, the FASB issued FASB Staff
Position (FSP) No. FAS 157-2, which delays by one year the effective date of
SFAS No. 157 for certain types of non-financial assets and non-financial
liabilities. As a result, SFAS 157 will be effective for financial statements
issued for fiscal years beginning after November 15, 2007, or the Companys
fiscal year beginning January 1, 2008, for financial assets and liabilities
carried at fair value on a recurring basis, and on January 1, 2009, for
non-recurring non-financial assets and liabilities that are recognized or
disclosed at fair value. The Company adopted SFAS No. 157 on January 1, 2008 for
financial assets and liabilities carried at fair value on a recurring basis,
with no material impact on its consolidated financial statements. The Company is
currently determining what impact the application of SFAS 157 on January 1, 2009
for non-recurring non-financial assets and liabilities that are recognized or
disclosed at fair value will have on its financial statements.  Statement
of Financial Accounting Standard No. 141(R)  In December
2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141R) and SFAS No. 160, Non-controlling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51(SFAS 160).
SFAS No. 141R requires an acquirer to measure the identifiable assets acquired,
the liabilities assumed and any non-controlling interest in the acquiree at
their fair values on the acquisition date, with goodwill being the excess value
over the net identifiable assets acquired.  SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS No. 141R
and SFAS No. 160 are effective for financial statements issued for fiscal years
beginning after December 15, 2008.  Early adoption is prohibited.  The
adoption of SFAS 141(R) will affect valuation of business acquisitions made in
2009 and forward.  Statement
of Financial Accounting Standard No. 160  In December
2007, the FASB issued Statement of Financial Accounting Standard No. 160,
Non-controlling Interest in Consolidated Financial Statements (SFAS 160).
 SFAS 160 requires the non-controlling interests (minority interests) to be
recorded at fair value and reported as a component of equity.  SFAS 160 is
effective for fiscal years beginning on or after December 15, 2008.  The
Company does not anticipate adoption of this standard will have a material
impact on its financial statements.             23    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007  Recent
Accounting Pronouncements-Continued  Statement
of Financial Accounting Standard No. 161  In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS
161 requires enhanced disclosures about an entitys derivative instruments and
hedging activities including: (1) how and why an entity uses derivative
instruments; (2) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations;and (3) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with earlier application encouraged. The Company has no
derivative instruments so the adoption of SFAS 161 is not expected to have any
impact on the Companys financial statements and it does not intend to adopt
this standard early.  Statement
of Financial Accounting Standard No. 162  In May 2008,
the FASB issued Statement of Financial Accounting Standards No. 162, The
Hierarchy of Generally Accepted Accounting Principles (FAS 162). The new
standard is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with generally
accepted accounting principles (GAAP) for nongovernmental entities in the
United States. FAS 162 is effective 60 days following SEC approval of
the Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the impact,
if any, of adopting FAS 162, on its Financial Statements           24    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007  Recent
Accounting Pronouncements-Continued  Statement
of Financial Accounting Standard No. 163  In May 2008,
the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts  an Interpretation of FASB Statement No. 60 (SFAS 163).  SFAS
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claim liabilities.  This Statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
fiscal years.  The Company does not expect that the adoption of SFAS 163
will have a material impact on its financial statements.  The
implementations of the above pronouncements are not expected to have a material
effect on the Company's financial statements.  Reclassifications  Certain
amounts have been reclassified and represented to conform to the current
financial statement presentation.                       25   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007   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 $41,403 (from operations) for the period ended December 31, 2008.
 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
 Income Taxes  Effective
January 1, 2007, we adopted the provisions of FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes(FIN 48). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in a
companys financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 requires a company to determine
whether it is more likely than not that a tax position will be sustained upon
examination based upon the technical merits of the position. If the
more-likely-than-not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements. The
application of income tax law is inherently complex.     26    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER
31, 2007 AND 2006  NOTE 4
 Income Taxes [continued]  Laws and
regulation in this area are voluminous and are often ambiguous. As such, we are
required to make many subjective assumptions and judgments regarding the income
tax exposures. Interpretations of and guidance surrounding income tax laws and
regulations change over time. As such, changes in the subjective assumptions and
judgments can materially affect amounts recognized in the balance sheets and
statements of income.  At the
adoption date of January 1, 2007, we had no unrecognized tax benefit, which
would affect the effective tax rate if recognized. There has been no significant
change in the unrecognized tax benefit during the year ended December 31,
2008.  We classify
interest and penalties arising from the underpayment of income taxes in the
statement of income under general and administrative expenses. As of
December 31, 2008, we had no accrued interest or penalties related to
uncertain tax positions. The tax years 2008 and 2007 federal return remains open
to examination.  Deferred
taxes are provided on an asset and liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.  Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.  Net operating
loss carry forwards are recognized, against which a valuation reserve has been
applied. The Company recognized a valuation reserve by an equal amount equal to
the deferred tax benefit of the loss carry forwards.          27    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007  NOTE 4
 Income Taxes [continued] The
components of deferred income tax assets (liabilities) at December 31, 2008,
were as follows: Balance
Rate
TaxFederal
loss carryforward  (expires through 2027)
$270,687
34%
$
        92,034Valuation allowance


(92,034)Deferred tax
asset


$
                  -  A
reconciliation between expected and actual tax liability is presented below.  Expected Provision (Benefit)$
           (14,077)Effect
of:
Increase in valuation allowance
14,077Total
Actual Provision
$
                      -  During 2008,
the valuation allowance increased by $14,077 from $77,957 as of December 31,
2007. At December 31, 2008, Han Logistics, Inc. has a net operating loss carry
forward for Federal income tax purposes totaling approximately $270,687 which,
if not utilized, will expire in the year 2028.   The following table
summarize the Companys net operating loss carry forwards:  Amount
Expires2,426
201929,845
20206,107
20212,528
20223,001
20236,438
202429,959
202585,306
202663,674
202741,403
2028           28    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2007 AND 2006  NOTE 5 - Common Stock  On July 1,
1999, the Board of Directors authorized a stock issuance totaling 2,000,000
shares of common stock to an officer of the Company for cash consideration of
$27,000, or $0.0135 per share.  The Company
had authorized a stock issuance of a minimum of 50,000 to a maximum of 250,000
shares of its common stock at $1.00 per share.  The offering was to be
filed under the Securities Act of 1933 or an exemption under the Act.  During 2005,
the Company issued 53,500 shares of common stock under this offering.
 Against the proceeds of the offering, $20,398 of stock issuance costs was
offset against additional paid-in capital.  During 2006,
the Company issued 20,200 shares of common stock under this offering for gross
proceeds of $20,200.   NOTE
6 - Related Party Transactions  During the
years ended 2007, 2005 and 2004, Shareholders and other related parties loaned
$17,100, $23,800 and $13,787, respectively, to the Company , 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, $20,398 and $0 for the beneficial conversion feature of the loans made
during 2007, 2005 and 2004, respectively.  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.  The Company
incurred $6,655 and $22,351 (including interest related to beneficial conversion
features of $17,100) in interest expense to related parties as of December 31,
2008 and 2007, respectively.  As of December 31, 2008, the Company has an
accrued interest liability of $23,248 on related party loans.  During the
period from inception to date, the Company recorded revenues of $1,550, which
were earned from services provided to a related party.  The party and the
Company have related officers.  No amounts are due to or from this party as
of December 31, 2008.  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.           29    HAN
LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007    NOTE
7  Note Payable  During 2008,
an individual loaned $9,700 to the Company.  The note is a demand note and
carries an interest rate of 9%.  The Company has accrued $698 of interest
for 2008.  The note is unsecured.    NOTE
8 - Concentrations  For the year
ended December 31, 2008, one customer represented approximately 64% or $600 of
total revenues and 100% of accounts receivable.  Prior to the Company
earning revenues from this customer, the Company's President was married to an
officer of the customer.  Additionally, a related party customer
represented 36% or $350 of total revenues.  If these customers decrease or
terminate their business with the Company, the impact may have adverse effects
on the Company's operations and financial condition.  For the year
ended December 31, 2004, one customer represented approximately 79% or $4,481 of
total revenues and 100% of accounts receivable.  Prior to the Company
earning revenues from this customer, the Company's President was an employee of
the customer.  Additionally, a related party customer represented 21% or
$1,200 of total revenues.  If these customers decrease or terminate their
business with the Company, the impact may have adverse effects on the Company's
operations and financial condition.    NOTE
9  Property and Equipment  Long-lived
assets are stated at cost.  Maintenance and repairs are expensed as
incurred.  Depreciation is determined using the straight-line method over
the estimated useful lives of the assets, which is three years.  Where an
impairment of a propertys value is determined to be other than temporary, an
allowance for the estimated potential loss is established to record the property
at its net realizable value.  When items of
building or equipment are sold or retired, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is included in
the results of operations.  The Company does not have any long-lived
tangible assets, which are considered to be impaired as of December 31,
2008.  30   HAN LOGISTICS, INC. [A
DEVELOPMENT STAGE COMPANY] NOTES TO
FINANCIAL STATEMENTS DECEMBER
31, 2008 AND 2007   NOTE
9  Property and Equipment-Continued  At December
31, 2008, property and equipment consisted of the following:  Useful
Lives
December
31, 2008Computer equipment
3
1,761Less
accumulated depreciation

(1,565)$
     196  Depreciation
expense was $587 for the year ended December 31, 2008.                     31    ITEM 9:  CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  None; not applicable.  ITEM
9A(T):  CONTROLS AND PROCEDURES  The Companys
management, with the participation of our principal executive and principal
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Annual Report.
 Based on that evaluation, our President and Treasurer concluded that our
disclosure controls and procedures as of the end of the period covered by the
Annual Report were effective such that the information required to be disclosed
by the Company in reports filed under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms and (ii) accumulated and communicated to our management,
including our President and Treasurer, as appropriate to allow timely decisions
regarding disclosure.  A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.  Managements Annual Report on Internal Control Over Financial
Reporting  The Companys
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act).  The Companys internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes of accounting principles generally accepted in the United States.  Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems determined
to be effective can provide only reasonable assurance of achieving their control
objectives.  The Companys
management, with the participation of the President and Treasurer, evaluated the
effectiveness of the Companys internal control over financial reporting as of
December 31, 2008.  In making this assessment, the Companys management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control  Integrated Framework.
 Based on this evaluation, our management, with the participation of the
President and Vice President, concluded that, as of December 31, 2008, our
internal control over financial reporting was effective.  This Annual
Report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting.
 Managements report was not subject to attestation by the Companys
registered public accounting firm pursuant to temporary rules of the Security
and Exchange Commission that permit the Company to provide only managements
report in this Annual Report.  Changes in
Internal Control Over Financial Reporting  There have
been no changes in internal control over financial reporting.  ITEM 9B:  OTHER
INFORMATION  None.  32   PART III  ITEM 10:
 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Identification of Directors and Executive Officers  The following
table sets forth the names of all current directors and executive officers of
the Company. These persons will serve until the next annual meeting of the
stockholders or until their successors are elected or appointed and qualified,
or their prior resignation or termination.  Name
Positions Held
Date
of Election or Designation
Date
of Termination or ResignationAmee Han
Lombardi
President
Secretary
Treasurer
01/99
01/99
01/99
*
*
*Director
01/99
*Michael
Vardakis
Director
01/05
*  * These persons presently
serve in the capacities indicated.  Background and Business
Experience  Amee Han
Lombardi, age 39, has served as the President, the Treasurer and a director of
Han Logistics since its inception on July 1, 1999. She is currently our
President/Secretary/Treasurer and a director. From July 2000 to May 2004, she
was employed by Sierra Design Group, a gaming engineering firm based in Reno,
Nevada, as a project coordinator, acting warehouse manager, acting shipping
manager, acting materials manager, and project manager. Ms. Han Lombardi
graduated from the University of Nevada, Reno, Nevada, majoring in logistics
management, in December 2004. She completed a logistics internship with Mars,
Inc. - Kal Kan, Reno, Nevada, during which she researched and analyzed the
optimal utilization of logistics technicians; wrote ISO-9000 compliant
procedures manuals for several positions; developed applied software capable of
consolidating technician duties and reduced man hours; and made software
revisions, situationally adapted software, revised key personnel duties and made
various other recommendations. She was employed, from June 1997 through June
1999, by United Blood Services, Reno, Nevada, as a Senior Donor Care Specialist,
with responsibility for the determination of donor eligibility based upon
Federal guidelines; the administration of post-donation care; and the leadership
of a special projects team engaged in maximizing efficiency and scope in the
utilization of resources. From October 1992 through March 1997, Ms. Han Lombardi
was employed in the position of Senior Customer Service Agent by the Eldorado
Hotel and Casino, Reno, Nevada. In this position, she was responsible for
customer service and development and the training of all departmental new hires.
She was employed, from April 1991 through May 1992, by Sheraton Worldwide
Reservations, Austin, Texas, as a Reservations Agent with responsibility for a
database of over 500 properties. Ms. Han Lombardi attended the University of
Texas, Austin, Texas, from September 1987 through May 1992.  Michael
Vardakis, age 44, has served as director of our Company since January, 2005. Mr.
Vardakis has also served as President and Treasurer of Syntony Group, Inc. since
March 20, 2003. Mr. Vardakis has served as the Secretary and a director since
August 9, 2001, and Treasurer since August 28, 2001, of Asyst Corporation, a
publicly-held company and a "reporting issuer" under the Exchange Act, until his
resignation from all of these positions in February, 2004. Mr. Vardakis is also
presently serving as the President and a director of Gulf & Orient Steamship
Company, Ltd., a non-reporting publicly-held company, since March 6, 2003. Since
1991, he has been employed as a salesman, and served as the Secretary, for AAA
Jewelry & Loan, Inc. ("AAA Jewelry & Loan"), of Salt Lake City, Utah, a
closely-held pawn brokerage business managed and co-owned by Terry S.
Pantelakis, Mr. Vardakis' father-in- law. Since 1994, Mr. Vardakis has served as
an executive officer, a director and a controlling shareholder of Michael Angelo
Jewelers, Inc. ("Michael Angelo Jewelers"), Salt Lake City, Utah, a closely-held
retail jewelry business that he founded together with Angelo Vardakis, his
brother. He has been a manager and a 50% owner of M.N.V. Holdings, LLC, Salt
Lake City, Utah, a real estate holding company; from July, 1997 until April,
2002, Mr. Vardakis served as President and a director of Pawnbrokers Exchange,
Inc., a "reporting issuer" under the Exchange Act, until 2001; and since
November, 1997, Mr. Vardakis has been a manager and a member of M.H.A., LLC,
Salt  33   Lake City, Utah, a closely-held investment company co-owned
together with his brother, Angelo Vardakis, among others. Since June 1996, Mr.
Vardakis has served as a director and a controlling shareholder of TMV Holdings,
Inc. ("TMV Holdings"), Sparks, Nevada, privately-held investment company that he
co-owns with Vincent Lombardi. He has also been a manager and a member of two
Salt Lake City, Utah, real estate holding companies, V Financial, LLC, and BNO,
LLC, since December 1999 and January 1997, respectively. He attended the
University of Utah, Salt Lake City, Utah, from 1983 through 1984.  Significant
Employees  The Company
has no employees who are not executive officers, but who are expected to make a
significant contribution to the Companys business.  Family
Relationships  There are no
family relationships between our officers and directors.  Involvement in Other
Public Companies  Michael Vardakis is a
director and the President of Gulf & Orient Steamship Company, Ltd., an
issuer whose securities are registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.  Involvement in Certain
Legal Proceedings  During the
past five years, no director, promoter or control person:  · has filed a petition under federal bankruptcy laws or any state
insolvency laws, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an executive
officer at or within two years before the time of such filing;  · was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);  · was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him or her from or otherwise limiting
his/her involvement in any type of business, securities or banking activities;
or  · was found by a court of competent jurisdiction in a civil action,
by the SEC or the Commodity Futures Trading Commission to have violated any
federal or state securities law, and the judgment in such civil action or
finding by the SEC has not been subsequently reversed, suspended, or vacated.  Promoters and control
person.  See the heading
Transactions with Related Persons below.  Compliance With Section
16(a) of the Exchange Act  Our shares of common stock
are registered under the Exchange Act, and therefore our officers, directors and
holders of more than 10% of our outstanding shares are subject to the provisions
of Section 16(a) which requires them to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and our other
equity securities.  Officers, directors and greater than 10% beneficial
owners are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file.  Based solely upon our review during the fiscal
year ended December 31, 2008, there were no reports required to be filed.   34   Code
of Ethics  The Company
adopted a Code of Ethics for our principal executive and financial officers.
 The Companys code of ethics was filed as an exhibit to its Annual Report
on Form 10-KSB for the calendar year ended December 31, 2005.  Corporate
Governance  Nominating
Committee  The Company
has not established a Nominating Committee because, due to its lack of
significant operations and the fact that the Company only has two directors and
executive officers, it believes that it is able to effectively manage the issues
normally considered by a Nominating Committee. If the Company does establish a
Nominating Committee in the future, it will disclose this change to its
procedures in recommending nominees to its board of directors.  Audit Committee  The Company
has not established an Audit Committee because, due to its lack of significant
operations and the fact that the Company only has two directors and executive
officers, it believes that it is able to effectively manage the issues normally
considered by an Audit Committee.  ITEM 11:
 EXECUTIVE COMPENSATION  The following
table sets forth the aggregate compensation paid by the Company for services
rendered during the periods indicated:  SUMMARY
COMPENSATION TABLE  Name and Principal
Position
(a)
Year



(b)
Salary
($)


(c)
Bonus
($)


(d)
Stock Awards
($)

(e)
Option Awards
($)

(f)
Non-Equity Incentive
Plan Compensation
($)
(g)
Nonqualified
 Deferred Compensation
($)
(h)
All Other
Compensation
($)

(i)
Total
Earnings
($)

(j)Amee Han Lombardi
President, Secretary, Treasurer, Director
12/31/08
12/31/07
12/31/06
0
0
48,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
24,000(1)
0
0
24,000
48,000Michael Vardakis
Director
12/31/08
12/31/07
12/31/06
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0  (1)  During 2007, we
paid Ms. Han Lombardi $24,000 in consulting fees.   35   Outstanding Equity Awards  OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END ________________________________________________________________________ Option
Awards
                              Stock
Awards Name
Number of Securities
Underlying Unexercised Options (#) Exercisable
Number of Securities
underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan
Awards Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise
Price
($)
Option Expiration
Date
Number of Shares or
Units of Stock That Have Not Vested (#)
Market Value of
Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan
Awards: Number of Unearned Shares, Vested Units or Other Rights That Have
Not Vested (#)
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Amee Han
Lombardi
None
None
None
None
None
None
None
None
NoneMichael
Vardakis
None
None
None
None
None
None
None
None
None  Compensation of
Directors  DIRECTOR
COMPENSATION _____________________________________________________________________ Name
Fees Earned or Paid
in Cash ($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive
Plan Compensation ($)
Nonqualified Deferred
Compensation Earnings ($)
All Other
Compensation ($)
Total ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Amee Han
Lombardi
None
None
None
None
None
None
NoneMichael
Vardakis
None
None
None
None
None
None
None  ITEM 12:
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS  Security Ownership of
Certain Beneficial Owners  The following
tables set forth the share holdings of those persons who were principal
shareholders of the Companys common stock as of the dated of this Report.  Ownership
of Principal Shareholders Title Of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of
ClassCommon
Amee Han
Lombardi
2,000,000 - Direct
96.4%   36   Security Ownership of Management  The following
table sets forth the share holdings of the Companys directors and executive
officers as of December 31, 2008:  Ownership
of Officers and Directors Title of Class
Name and
Address of Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of
ClassCommon
Amee Han
Lombardi
2,000,000 - Direct
96.4Common
Michael
Vardakis
0
0%  Changes in
Control  There are no
additional present arrangements or pledges of the Companys securities which may
result in a change in control of the Company.  Securities Authorized
for Issuance under Equity Compensation Plans  Plan Category
Number of Securities
to be issued upon exercise of outstanding options, warrants and
rights
Weighted-average
exercise price of outstanding options, warrants and rights
Number of securities
remaining available for future issuance under equity compensation plans
excluding securities reflected in column (a)(a)
(b)
(c)Equity compensation
plans approved by security holders
None
None
NoneEquity compensation
plans not approved by security holders
None
None
NoneTotal
None
None
None  ITEM 13:
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS
INDEPENDENCE  Transactions with Related Persons  During the
years ended 2007, 2005 and 2004, Shareholders and other related parties loaned
$17,100, $23,800 and $13,787, respectively, to the Company , 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, $20,398 and $0 for the beneficial conversion feature of the loans made
during 2007, 2005 and 2004, respectively.  Shareholders
and other related parties loaned $6,500 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.  The Company
incurred $6,655 and $22,351 (including interest related to beneficial conversion
features of $17,100) in interest expense to related parties as of December 31,
2008 and 2007, respectively.  As of December 31, 2008, the Company has an
accrued interest liability of $23,248 on related party loans.  During the
period from inception to date, the Company recorded revenues of $1,800, which
were earned from services provided to a related party.  The party and the
Company have related officers.  No amounts are due to or from this party as
of December 31, 2008.  37    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.  Except as
indicated above, there were no material transactions, or series of similar
transactions, during our Companys last two fiscal years, or any currently
proposed transactions, or series of similar transactions, to which our Company
or any of our subsidiaries was or is to be a party, in which the amount involved
exceeded the lesser of $120,000 or one percent of the average of the smaller
reporting company's total assets at year-end for the last two completed fiscal
years and in which any director, executive officer or any security holder who is
known to us to own of record or beneficially more than five percent of any class
of our common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.  Except those transactions
noted above, there were no material transactions, or series of similar
transactions, during our last two fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded the
lesser of $120,000 or 1% of the average of our total assets at year-end for the
last two completed fiscal years and in which any director, executive officer or
any security holder who is known to us to own of record or beneficially more
than 5% of any class of our common stock, or any member of the immediate family
of any of the foregoing persons, had an interest.  Promoters and Certain
Control Persons  See the heading
Transactions with Related Persons above.  Parents of the Smaller
Reporting Company  Amee Han Lombardi may be
deemed to be a parent of the issuer due to her ownership of approximately 96.4%
of its issued and outstanding shares.  Director
Independence  The Company does not have
any independent directors serving on its board of directors.  ITEM 14:
 PRINCIPAL ACCOUNTANT FEES AND SERVICES  The following is a summary
of the fees billed to the Company by its principal accountants during the fiscal
years ended December 31, 2008 and 2007:  Fee
Category

2008

2007Audit Fees
$
13,710

$
11,308Audit-related
Fees
$
0

$
0Tax Fees
$
0

$
0All Other Fees
$
0

$
0Total Fees
$
13,710

$
11,308  Audit Fees
-Consists of fees for professional services rendered by our principal
accountants for the audit of the Companys annual financial statements and
review of the financial statements included in the Companys Forms 10-Q or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.  Audit-related Fees - Consists of fees for assurance and
related services by our principal accountants that are reasonably related to the
performance of the audit or review of the Companys financial statements and are
not reported under Audit fees.  Tax Fees
- Consists of fees for professional services rendered by our principal
accountants for tax compliance, tax advice and tax planning.   38   All Other Fees - Consists of fees for products and services
provided by our principal accountants, other than the services reported under
Audit fees, Audit-related fees, and Tax fees above.  Policy on Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors  The Company
has not adopted an Audit Committee, therefore, there is no Audit Committee
policy in this regard. However, the Company does not require approval in advance
of the performance of professional services to be provided to the Company by its
principal accountant. Additionally, all services rendered by our principal
accountant are performed pursuant to a written engagement letter between us and
the principal accountant.  PART
IV  ITEM 15:
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  (a)(1)(2)    Financial
Statements.  See the audited financial statements for the year ended
December 31, 2008 contained in Item 8 above which are incorporated herein by
this reference.  (a)(3)         Exhibits.
 The following exhibits are filed as part of this Annual Report:  No.            Description 3.1
         Articles of Incorporation,
filed July 1, 1999.* 3.2
         Bylaws *  14
          Code of Ethics**  31
Certification of Amee Han Lombardi, the Companys President,
Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002  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  Pursuant to
the requirements of Section 13 or 15(d) 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:
March 31,
2009

By:
/s/Amee
LombardiAmee
LombardiPresident, Secretary,
Treasurer and Director  Pursuant to
the requirements of the Securities Exchange Act of 1934 this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.  HAN
LOGISTICS, INC.  Date:
March 31,
2009

By:
/s/Amee
LombardiAmee
Lombardi  39    President, Secretary,
Treasurer and DirectorDate:
March 31,
2009

By:
/s/Michael
VardakisMichael
VardakisDirector   40