U. S. Securities and Exchange Commission  Washington, D. C. 20549  FORM 10-KSB  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2006  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from __________________ to __________________   Commission File No. - 333-54002  HAN LOGISTICS, INC.  (Name of Small Business Issuer in its Charter)  Nevada88-0435998(State or Other Jurisdiction of(I.R.S. Employer Identification No.)incorporation or organization)  5925 Starcrest Avenue Reno, Nevada 89523 (Address of Principal Executive Offices)  Issuers Telephone Number: (775) 787-7483  Securities registered under Section 12(b) of the Act: None Name of Each Exchange on Which Registered: None  Securities registered under Section 12(g) of the Act:  $0.001 par value common stock Title of Class  Check whether the Issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]  Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No     (2) Yes [X] No  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Issuers knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]  Indicate by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   [  ] No [X]  1     State Issuers revenues for its most recent fiscal year: December 31, 2006 - $0.  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 sold, or the average bid and asked price of such common stock, as of a specified date within the past 60 days.  April 2, 2007 - $73.70. There are approximately 73,700 shares of common voting stock of the Issuer held by non-affiliates. Because there has been no established public market for the Issuers common stock during the past five years, the Issuer has arbitrarily valued these shares at par value of $0.001 per share.  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  None, Not applicable.  Check whether the Issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]  (APPLICABLE ONLY TO CORPORATE ISSUERS)  State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date:  April 2, 2007:  Common  2,073,700  DOCUMENTS INCORPORATED BY REFERENCE  A description of Documents Incorporated by Reference is contained in Part III, Item 13 of this Report.  Transitional Small Business Issuer Format Yes [  ] No [X]  TABLE OF CONTENTS  PART I3 Item 1. Description of Business3 Item 2. Description of Property13 Item 3. Legal Proceedings13 Item 4. Submission of Matters to a Vote of Security Holders13 PART II13 Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.13 Item 6. Managements Discussion and Analysis or Plan of Operation15 Item 7. Financial Statements.16 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure17 Item 8(A)T. Controls and Procedures.17 Managements Annual Report on Internal Control Over Financial Reporting17 Item 8(B). Other Information.17 PART III17 Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act17 Item 10. Executive Compensation19  2    Item 11. Security Ownership of Certain Beneficial Owners and Management21 Item 12. Certain Relationships and Related Transactions22 Item 13. Exhibits22 Item 14. Principal Accounting Fees and Services23 SIGNATURES23    PART I    Item 1. Description of 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 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. Our activities to date have been, primarily, organizational and fund raising in nature and, accordingly, we have no customers for our proposed services as of the date hereof. Further, our business plan is in the conceptual stage. In July 1999 and November 1999, we received net proceeds in the amounts of $27,000 and $10,000 from the sale of 2,000,000 shares of common stock to, and a loan from, Ms. Amee Han Lombardi, the President/Secretary/Treasurer, a director and the sole shareholder of Han Logistics. During the calendar years ended December 31, 2006, and 2005, Ms. Han Lombardi and Lombardi Research, an entity controlled by Ms. Han Lombardi's husband, loaned a total of $37,587 to the Company. These loans are unsecured and payable upon demand and are convertible into common stock at a rate of $0.10 per share. Accrued interest on the loans was $11,343 at December 31, 2006. 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.  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  3    providers, or bringing in-house, various functions, including customer service, purchasing, inventory control, transportation and warehousing. In Han Logistics' case, we have no customers as of the date hereof. 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. 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. 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  4    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. 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,  5    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 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 the Small Business Issuer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  6    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, 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.  7    Dependence on One or a Few Major Customers  None; not applicable.  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  The integrated disclosure system for small business issuers adopted by the Securities and Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a Small Business Issuer, defined to be an issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer, is not an investment company, and if a majority-owned subsidiary, the parent is also a small business issuer, provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuers outstanding securities held by non-affiliates) of $25 million or more.  The Securities and Exchange Commission, state securities commissions and the North American Securities Administrators Association, Inc. (NASAA) have expressed an interest in adopting policies that will streamline the registration process and make it easier for a small business issuer to have access to the public capital markets. The present laws, rules and regulations designed to promote availability to the small business issuer of these capital markets and similar laws, rules and regulations that may be adopted in the future will substantially limit the demand for blank check companies like our Company, and may make the use of these companies obsolete.  We are also subject to the Sarbanes-Oxley Act of 2002. This Act creates a strong and independent 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; prohibits certain insider trading during pension bund blackout periods; and establishes a federal crime of securities fraud, among other provisions.  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 Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.  We are also required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be 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-K12G3.  If we are acquired by a non-reporting issuer under the Exchange Act, we will be subject to the back-door registration requirements of the Securities and Exchange Commission that will require us to file a Current Report on Form 8-K12G3 that will include all information about such non-reporting issuer as would have been required to be filed by that entity had it filed a Form 10 or Form 10SB Registration Statement with the Securities and Exchange Commission. The Securities and Exchange Commission proposed on April 13, 2004, that any acquisition  8    that will result in our Company no longer being a blank check or blind pool company will require us to include all information about the acquired company as would have been required to be filed by that entity had it filed a Form 10 or Form 10SB Registration Statement with the Securities and Exchange Commission.  Research and Development Costs During the Last Two Fiscal Years  None; not applicable.  Cost and Effects of Compliance with Environmental Laws  None; not applicable. However, environmental laws, rules and regulations may have an adverse effect on any business venture viewed by our Company as an attractive acquisition, reorganization or merger candidate, and these factors may further limit the number of potential candidates available to our Company for acquisition, reorganization or merger.  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 Mr. Vardakis. In addition to these directors' fees, the amount of $30,000, out of the maximum anticipated offering proceeds, have been allocated for the salary of Ms. Han Lombardi. 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. RISK FACTORS The purchase of shares of our common stock is speculative and involves a high degree of risk. Before making an investment decision, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors inherent in and affecting our business. 1. We Are a Development-Stage Company with No Prior Business Operations and We May Not Be Able to Establish Ourselves as a Going Concern. Han Logistics was organized on July 1, 1999, and is in the development stage. We have no operating history on which you can base an evaluation of our business and prospects. In order to establish ourselves as a going concern, we are dependent upon the anticipated proceeds of our ongoing common stock offering, the receipt of additional funds from other sources to continue business operations and/or the achievement of profitable operations. Our efforts, since inception, have been allocated primarily to: * Organizational activities; * Developing a business plan; and * Providing interim funding.  9    You should be aware of the increased risks, uncertainties, difficulties and expenses we face as a new business with no operating history in a new and rapidly evolving market. The likelihood of our success must be considered in light of Han Logistics' stage of development. Management has identified no prospective customers for our proposed logistics services and we may not be successful in identifying and obtaining customers in the future. Our marketing program may be expected to encounter problems, complications, expenses and delays. Further, we will be subject to many of the risks common to development-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, technological, financial and other resources and lack of a customer base and market recognition, most of which are beyond our control. In addition, we will face special risks associated with the rapidly changing logistics business. If we are unable to raise additional funds or achieve profitability or if we encounter unexpected difficulties and expenses, then our business strategy may not be successful. 2. We Have Realized Minimal Revenue and No Earnings and Have Limited Assets, and We May Not Be Able to Achieve Profitable Operations in the Future. Since our inception on July 1, 1999, Han Logistics has realized very limited revenue and no earnings and has had only very limited assets and financial resources. We did not generate any revenue at all in 2006. We may not be able to achieve profitable operations from the proposed marketing and performance of logistics services in the future. Since inception, we have conducted only limited operations including, primarily, organizational activities and raising interim capital. Our success is dependent upon our achieving profitable operations or obtaining additional financing to enable us to fully implement our business plan. If we are unable to obtain additional debt and/or equity financing from our current stock offering or other securities offerings or otherwise, then we will not be able to continue as a going concern unless we realize meaningful revenue. During the development stage of our operations, the revenues generated from operations can be expected to be insufficient to cover expenses. 3. We Need Additional Capital and, if Our Financial Condition Does Not Improve, We Will Cease Operations and Our Shareholders Will Lose Their Entire Investment; Our Auditor Has Expressed a Going Concern Qualification. We are largely dependent upon the proceeds anticipated to be received from proposed future debt and/or equity financing(s) with which to carry out our operations. We will cease operations and our shareholders will lose their entire investment if our financial condition does not improve. Our independent registered public accounting firm has expressed this as a "going concern" qualification in the Report of Independent Registered Public Accounting Firm, and footnotes to, Han Logistics' financial statements. The proceeds of our current offering, without an infusion of capital or profits from operations, are not expected to enable us to continue in operation after the expiration of the one-year period following the completion of the offering. We do not anticipate the receipt of significant operating revenues until management successfully implements our business plan, if ever. Accordingly, even assuming the success of our current securities offering for the sale of at least the minimum 50,000 shares of common stock being offered, which is not assured, Han Logistics is not expected to become a viable business entity unless additional equity and/or debt financing is obtained. Further, for the balance of the current calendar year ended December 31, 2006, we estimate that we will require a minimum of approximately $5,000 in funding to remain viable as a going concern. The proceeds of our current offering are expected to permit us to continue in operation for approximately the next year. However, we may incur significant unanticipated expenditures that deplete our capital at a more rapid rate because of, among other things, the development stage of our business, our limited personnel and other resources and our lack of customer base and market recognition. Because of these and other factors, management is presently unable to predict what additional costs might be incurred by us beyond those currently contemplated to obtain additional financing and achieve market penetration on a commercial scale in the logistics services business. Han Logistics has no identified sources for funds in addition to those anticipated from our current securities offering, and resources may not be available to us when needed. 4. The Success of Our Business Depends on the Development and Enhancement of Our Services and Attracting and Retaining a Large Number of Potential Customers. Our success depends on developing and enhancing our limited services and attracting a large number of potential customers and persuading them to use our services. Our success is also dependent on ensuring that these customers remain our loyal long-term customers. If we fail to persuade customers to utilize our services or our competitors are more successful in achieving sales, then our revenues will suffer. As a new business, we lack recognition in the market. We have only limited services available currently. The limited funding that will be available to us upon the  10    successful completion of our current offering, which is not assured, will not permit us to offer extensive logistical services and may not enable us to obtain the number and caliber of customers necessary to achieve profitable operations. Our customers may not accept our logistics solutions over those offered by our competitors. Furthermore, we may be required to incur significantly higher and more sustained advertising and promotional expenditures than we currently anticipate to attract and convert potential customers to purchasing customers. As a result, we may not be able to achieve profitability when we expect, or at all. As of the date hereof, we have no existing, and a number of potential, customers. 5. Because Our Executive Officers and Directors Are Our Only Employees, Have Limited Experience, and Are Not Bound By Employment Agreements, We May Not Be Able to Achieve Profitability or Maintain Our Operations with the Limited and Experience of These Individuals and We May Realize Serious Harm if They Leave. We may not be able to achieve profitability or maintain our operations with the limited experience of our executive officers and directors. We face the additional risk that Ms. Amee Han Lombardi could leave with little or no prior notice because she is not bound by an employment agreement. If we lost the services of Ms. Han Lombardi, our business could be seriously harmed. Ms. Amee Han Lombardi, President/Secretary/Treasurer and a director of Han Logistics, is our only employee. Ms. Han Lombardi has limited prior experience in our proposed business. The logistics services that we propose to offer involve complicated business determinations requiring qualitative and subjective evaluations by management and/or others. We do not have "key person" life insurance policies covering these individuals. 6. Our Business Plan Is Speculative and, Unless We Obtain a Sufficient Number of Customers, Deliver Services on a Timely and Cost-Effective Basis and Raise Financing from Our Current Securities Offering and Otherwise, Investors May Lose Their Investments. Investors must depend entirely upon the business judgment of management whose business plan is conceptual in nature as of the date hereof. The success of our business plan is dependent upon our ability to obtain customers for our proposed superior, highly customized, state-of-the-art analysis, problem- solving and other logistical services; deliver the services on a timely and cost-effective basis; and raise financing from our ongoing offering of common stock. Our future success will be dependent upon our ability to raise financing in addition to that anticipated from this offering and numerous other factors beyond management's control. Except for a part-time marketing specialist and bookkeeper, no funds will be available to employ individuals in addition to, and more experienced in the field of logistics than, Han Logistics' management. Unless we are successful in obtaining a sufficient number of customers for our proposed logistics services within the one-year period during which the proceeds of this offering have been allocated, investors may lose all or a substantial portion of their investments in our shares. As of the date hereof, our proposed services are limited and we have no customers. Management will make day-to-day business decisions and, thus, the funds of purchasers of shares of common stock will be wholly at risk of the determination of present management concerning their use. 7. The Logistical Services Business Is Subject to Rapid Technological Change and, if We Do Not Respond to Technological Developments on a Timely and Cost-Effective Basis to Better Serve Our Customers and Meet Their Expectations, It Could Adversely Impact Our Ability to Attract and Retain Customers. The markets that we will serve are subject to rapid technological change, changing customer requirements, frequent new product introductions and evolving industry standards that may render our proposed logistical services obsolete from time-to-time. If we are unable to license leading technologies useful in our business, enhance our existing services, develop new services and technology that address the increasingly sophisticated and varied needs of our prospective customers and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis, it could adversely impact our ability to attract and retain customers. As a result, our market position could be eroded rapidly by advancements by competitors. It is not possible to predict presently the life cycle of any of our proposed logistics services. Broad acceptance of these proposed services by customers will be critical to our future success, as will our ability to perform services on a timely basis that meet changing customer needs and respond to technological developments and emerging industry standards. We may experience difficulties that could delay or prevent the successful marketing and delivery of our proposed logistics services. We may not be able to successfully implement new technologies, proprietary technology and transaction-processing systems to  11    customer requirements or emerging industry standards. Further, new services offered by others may meet the requirements of the marketplace and achieve market acceptance. 8. We May Not Succeed in Establishing the Han Logistics Brand, Which Would Adversely Affect Customer Acceptance and Our Revenues. Han Logistics' success depends in large part upon our ability to identify and adequately penetrate the markets for our potential logistical analysis and problem-solving services. We may lose the opportunity to build a critical mass of customers if we do not establish our brand and achieve market acceptance and recognition for our services quickly. We will incur additional losses if our service and brand marketing and promotional activities do not yield revenues. As compared to Han Logistics, which lacks the financial, personnel and other resources required to compete with its larger, better-financed competitors, virtually all of our competitors have much larger budgets for marketing, advertising and promotion. Promoting and positioning our brand and services will depend largely on the success of our marketing efforts and our ability to provide consistent, high quality customer experiences. To promote our brand and services, we must incur substantial expense in our marketing and advertising efforts. Ultimately, we will also need to expend funds to help build market recognition for our brand and attract customers and attract and train customer service personnel. 9. Intense Competition May Result in Price Reductions and Decreased Demand for Our Services; We Will Be at a Competitive Disadvantage as Compared to Virtually All Existing Companies in Overcoming These Competitive Factors; and Our Business Strategy May Not Be Successful. We expect to face strong competition from well-established companies and small independent companies like ourselves that may result in price reductions and decreased demand for our services. Our strategy to overcome these competitive factors may not be successful. We will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide the superior, highly customized, state-of-the-art logistical analysis and problem-solving services and solutions demanded by customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business. Additionally, it is expected 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 those advances. 10. We May Encounter Unforeseen Costs in the Logistics Services Business and, if Any Cost Overruns Are Significant or if We Expend Significant Funds without the Development of Commercially Viable Services, We May Need to Change Our Business Plan, Sell or Merge Our Business or Face Bankruptcy. Our estimates of the cost of and time to be consumed in the provision of various services customarily provided by logistics service companies or contracted for by Han Logistics, based upon management's knowledge and limited experience in the logistics business, may not be accurate. The provision of these general customary services may cost significantly more than expected or even prove to be prohibitive. If we are unable to absorb any cost overruns or if we expend significant funds without the development of commercially viable services, we may need to dramatically change our business plan, sell or merge our business or face bankruptcy. Further, we are unable to predict the amount of time or funding that will be consumed in management's efforts to obtain the additional debt and/or equity financing required in order to permit Han Logistics to offer a full range of logistics services. Therefore, we may expend significant unanticipated funds or significant funds may be expended by us without the development of commercially viable services. Cost overruns may occur and these cost overruns may adversely affect us. 11. Because Han Logistics' President/Owner Will Continue to Control Han Logistics, She Will Be Able to Determine the Outcome of All Matters Requiring Approval of Our Shareholders. Ms. Amee Han Lombardi, President/Secretary/Treasurer of Han Logistics and record owner of 2,000,000 shares of our issued and outstanding common stock, is the majority shareholder, a parent and a controlling person of Han Logistics because of her position and share ownership. Therefore, Ms. Han Lombardi will be able to determine the outcome of all matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions.  12     Reports to Security Holders  You may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commissionss Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also find all of the reports that we have filed electronically with the Securities and Exchange Commission at their Internet site www.sec.gov.    Item 2. Description of Property 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 5925 Starcrest Avenue , Reno, Nevada, 89523. 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 No matters have been submitted to a vote of our security holders during the fourth quarter of the calendar year ended December 31, 2006.    PART II    Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.  Market Information There currently is no public trading market for our shares of common stock. Our common stock will be traded, if at all, in the "pink sheets" maintained by members of the National Association of Securities Dealers, Inc. (the "NASD"), and possibly on the OTC Bulletin Board of the NASD. We will not satisfy the requirements either for being quoted on the NASD's Automated Quotation System or for listing on any national securities exchange. Accordingly, until we qualify for NASDAQ or listing on an exchange, any trading market that may develop for the common stock is not expected to qualify as an "established trading market" as that term is defined in Securities and Exchange Commission regulations, and is expected to be substantially illiquid. Further, if a secondary trading market develops in our common stock, the common stock is expected to come within the meaning of the term "penny stock" under 17 CFR 240.3a51-1 because the shares are issued by a small company; are low-priced (under five dollars); and are not traded on NASDAQ or on a national stock exchange. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 requires additional disclosure, related to the market for penny stocks and for trades in any stock defined as a penny stock. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 requires a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. Additionally, the broker- dealer must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. For so long as our common stock is  13    considered penny stock, the penny stock regulations can be expected to have an adverse effect on the liquidity of the common stock in the secondary market, if any, which develops.  Holders  The number of record holders of the Companys common stock as of the date of this Report is approximately 56, 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 CategoryNumber of Securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber 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 holdersNoneNoneNoneEquity compensation plans not approved by security holdersNoneNoneNoneTotalNoneNoneNone    Recent Sales of Unregistered Securities  During the last three years we have not issued any unregistered securities.  Use of Proceeds of Registered Securities We have raised gross proceeds of $40,498 from our recent registered stock offering. We had allocated $16,000 of the net proceeds from our registered offering of securities to the partial repayment of loans from Ms. Han Lombardi; $4,025 toward payment of audit fees; and $1,200 for computer equipment. The remaining $19,273 is allocated toward working capital.  14     Purchases of Equity Securities by Us and Affiliated Purchasers  SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES  Period(a) Total Number of Shares (or Units) Purchased(b) Average Price Paid per Share (or Unit)(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or ProgramsMonth #1
10/1/06 to 10/31/06NoneNoneNoneNoneMonth #2
11/1/06 to 11/30/06NoneNoneNoneNoneMonth #3
12/1/06 to 12/31/06NoneNoneNoneNoneTotalNoneNoneNoneNone    Item 6. Managements Discussion and Analysis or Plan of Operation  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 and, to date, management has devoted substantially all of their time and effort to organizational and financing matters. Through the date hereof, we have not yet generated material service revenue and we have realized a net loss from operations. We did not generate any revenue during the calendar year ended December 31, 2006.  Operating expenses for the year ended December 31, 2006, and the period from inception through December 31, 2006, totaled $81,547 and $164,257, respectively.  Our net loss during the calendar year ended December 31, 2006, was $85,306. For the period from inception through December 31, 2006, we had total revenues of $10,681 and a net loss of $(165,610). 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.   15    Managements Discussion and Analysis of Financial Condition and Results of Operations As of December 31, 2006, we had total cash assets of $5,829, which was derived from the proceeds of our stock offering. We had total current liabilities of $92,507 and working capital deficit of $86,678 and stockholders' deficit of $(85,308) as of December 31, 2006. Deficits accumulated during the development stage totaled $(165,610). 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 accountants have noted that the Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan. These factors raise substantial doubt about our ability to continue as a going concern. Our future success will be dependent upon our ability to 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 least until the company receives the all of the proceeds from its ongoing offering, she has no obligation to do so.  Off-Balance Sheet Arrangements  We have no off balance sheet arrangements.  Forward-looking Statements Statements made in this Form 10-KSB Annual Report which are not purely historical are forward-looking statements with respect to our goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices.  Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements     Item 7. Financial Statements.  16      Han Logistics, Inc. [A Development Stage Company]  TABLE OF CONTENTS   Page  Report of Independent Registered Public Accounting Firm                                  F-2  Balance Sheet-December 31, 2006                                                                        F-3  Statements of Operations for the years ended December 31, 2006 and 2005, and for the period from Inception [July 1, 1999] through December 31, 2006                                                                                                F-4  Statements of Stockholders' Deficit for the period from Inception [July 1, 1999] through December 31, 2006                                                           F-5  Statements of Cash Flows for the years ended December 31, 2006 and 2005, and for the period from Inception [July 1, 1999] through December 31, 2006     F-6   Notes to Financial Statements                                                                     F-8 - F-18  F-1    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 sheet of Han Logistics, Inc. [a development stage company] as of December 31, 2006, and the related statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2006 and 2005, and for the period from inception [July 1, 1999] through December 31, 2006. 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 audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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, 2006, and the results of its operations and cash flows for the years ended December 31, 2006 and 2005, and for the period from inception [July 1, 1999] through December 31, 2006, 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, LLC Salt Lake City, Utah March 31, 2007  F-2      HAN LOGISTICS, INC.[A DEVELOPMENT STAGE COMPANY]BALANCE SHEETDecember 31, 2006 and 2005ASSETSDecember 31,2006CURRENT ASSETS:Cash$                   5,829Total Current Assets5,829PROPERTY, PLANT AND EQUIPMENT, net1,370TOTAL ASSETS$                   7,199LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable$                 39,577Accounts payable-Related party4,000Notes payable - Related parties37,587Accrued interest - Related Party11,343Total Current Liabilities92,507STOCKHOLDERS' DEFICIT:Capital stock, $.001 par value; 50,000,000 shares authorized;2,073,700 shares issued and outstanding2,074Additional paid-in capital101,728Deficit accumulated during the development stage(189,110)Total Stockholders' Deficit(85,308)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$                   7,199   F-3     HAN LOGISTICS, INC.[A DEVELOPMENT STAGE COMPANY]STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005 AND FOR THE PERIODFROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2006InceptionYear EndedYear Ended(July 1, 1999) toDecember 31,December 31,December 31,200620052006(as restated)Revenues$                    -$                       -$              9,481Revenues - Related Party--1,200Gross margin--10,681EXPENSES:Depreciation391-391General and administrative expenses81,15627,074163,866TOTAL OPERATING EXPENSES81,54727,074164,257Net (loss) before other items(81,547)(27,074)(153,576)OTHER INCOMEInterest income-3535Interest expense - Related Party(3,759)(26,420)(35,569)Other Income (expense)(3,759)(26,385)(35,534)Net Income/(Loss)$         (85,306)$           (53,459)$        (189,110)BASIC & DILUTED EARNINGS (LOSS) PER SHARE$             (0.04)$                (0.03)$               (0.09)WEIGHTED AVERAGE SHARES OUTSTANDING2,067,7422,004,5442,009,640   F-4     HAN LOGISTICS, INC.[A DEVELOPMENT STAGE COMPANY]STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)FOR THE PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2005AdditionalNetCapital StockPaid-inAccumulatedStockholders'SharesAmountCapital(Deficit)DeficitBalance, July 1, 19990$0$0$0$0Issued stock for cash at inception2,000,0002,00025,00027,000Net loss for the Period Ended December 31, 1999(2,426)(2,426)Balance, December 31, 19992,000,0002,00025,000(2,426)24,574Net loss for the Year Ended December 31, 2000(29,845)(29,845)Balance, December 31, 20002,000,0002,00025,000(32,271)(5,271)Net loss for the Year Ended December 31, 2001(6,107)(6,107)Balance, December 31, 20012,000,0002,00025,000(38,378)(11,378)Net loss for the Year Ended December 31, 2002(2,528)(2,528)Balance, December 31, 20022,000,0002,00025,000(40,906)(13,906)Net loss for the Year Ended December 31, 2003(3,001)(3,001)Balance, December 31, 20032,000,0002,00025,000(43,907)(16,907)Net loss for the Year Ended December 31, 2004(6,438)(6,438)BALANCE, December 31, 20042,000,0002,00025,000(50,345)(23,345)Common stock issued for cash53,5005453,446-53,500Stock Issuance Costs--(20,398)-(20,398)Cost of beneficial conversion feature (restated)23,50023,500Net loss for the year ended December 31, 2005 (restated)---(53,459)(53,459)BALANCE, December 31, 20052,053,5002,05481,548(103,804)(20,202)Common stock issued for cash20,2002020,180-20,200Net loss for the year ended December 31, 2006---(85,306)(85,306)BALANCE, December 31, 20062,073,7002,074101,728(189,110)(85,308)  F-5     HAN LOGISTICS, INC.[A DEVELOPMENT STAGE COMPANY]STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005 AND FOR THE PERIODFROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2006InceptionYear EndedYear Ended(July 1, 1999) toDecember 31,December 31,December 31,200620052006(as restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net (Loss) from operations$         (85,306)(53,459)$         (189,110)Adjustments to reconcile net loss to net cash usedin operating activities:Depreciation391-391Amortization of interest on beneficial conversion23,50023,500Changes in assets and liabilities:(Increase) in accounts receivable-1,575-Increase in accounts payable22,21514,06743,577Increase (decrease) in accrued expenses3,7592,92111,343Net cash provided by operating activities(58,941)(11,396)(110,299)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, plant and equipment(1,761)-(1,761)Net cash used in investing activities(1,761)-(1,761)CASH FLOWS FROM FINANCING ACTIVITIES:Increase (decrease) in notes payable-23,80037,587Increase in stock issuance costs-(20,398)(20,398)Proceeds from issuance of common stock20,20053,500100,700Net cash provided by financing activities20,20056,902117,889Net Increase (decrease) in cash(40,502)45,5065,829CASH AT BEGINNING PERIOD46,331825-CASH AT END OF PERIOD$             5,829$          46,331$               5,829SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for income taxes$                     -$                     -$                        -Cash paid for interest$                     -$                     -$                        -  F-6      HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  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.  The Companys cash reserve as of December 31, 2006 did not exceed FDIC ensured limits.  Accounts Receivable  Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible 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, 2006.  Cash and Cash Equivalents  The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  F-7     HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005   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. 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(R) 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.  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.   F-8    HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  Income Taxes  In accordance with SFAS 109, Accounting for Income Taxes, the Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 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, 2006, 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, 2006 approximate 375,870 shares (see Note 6).        F-9    HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  Recent Accounting Pronouncements  SFAS 155 Accounting for Certain Hybrid Financial Instruments (February 2006)  This statements amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities and SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all financial instruments acquired, issued or subject to a remeasurement event occurring in fiscal years beginning after September 15, 2006 and is therefore required to be adopted by the Company as of January 1, 2007. The Company does not anticipate the adoption of SFAS 155 will have any impact on its financial statements.  SFAS 156 Accounting for Servicing of Financial Assets (March 2006)  This statement is an amendment of SFAS 140.  This clarifies when to separately account for servicing rights, requires servicing rights to be separately recognized initially at fair value, and provides the option of subsequent accounting for servicing rights at either fair value or under the amortization method.  The standard is effective for fiscal years beginning after September 15, 2006 but can be adopted early.  The Company does not anticipate the adoption of SFAS 156 will have a material impact of its financial statements.  FIN No. 48 Accounting for Uncertainty in Income Taxes (July 2006)  Also known as Interpretation No. 48, this interpretation requires recognition and measurement of uncertain income tax positions using a more-likely-than-not approach.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006.  The Company is currently evaluating the impact of adoption of this interpretation.        F-10    HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  SFAS 157 Fair Value Measurements (September 2006)  This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Early adoption is encouraged.  The adoption of SFAS 157 is not expected to have a material impact on the financial statements.  SFAS 158 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (September 2006)  This statement is an amendment of FASB Statements 87, 88, 106 and 132(R) (SFAS 158). SFAS 158 requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its  statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 also requires the measurement of defined benefit plan assets and obligations as of the date of the employers fiscal year-end statement of financial position (with limited exceptions).  Management does not expect adoption of SFAS 158 to have a material impact on the Companys financial statements.  SFAS 159 The Fair Value Option for Financial Assets and Financial Liabilities (February 2007)  SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on its results of operations and financial condition if an election is made to adopt the standard.     F-11     HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005   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 $85,306 (from operations) for the period ended December 31, 2006.  It has 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  Deferred taxes are determined based on the temporary differences between the financial statement and income tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse.  Management believes there are no significant income tax liabilities owing because of the Companys ongoing operating loss and because the state of incorporation, Nevada, does not assess income tax. Therefore, no provision was made for incometaxes in 2006.    F-12      HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005   NOTE 4  Income Taxes [continued] Net operating loss carry forwards are recognized, against which a valuation allowance has been applied. The Company recognized a valuation allowance by an amount equal to the deferred tax benefit of the loss carry forwards.  The components of deferred income tax assets (liabilities) at December 31, 2006, were as follows: BalanceRateTaxFederal loss carryforward (expires through 2026)$           165,61034%$          56,307Valuation allowance(56,307)Deferred tax asset$                   -  A reconciliation between expected and actual tax liability is presented below.  Expected Provision (Benefit)$            (29,004)Effect of:
Increase in valuation allowance$              29,004Total Actual Provision$                       -  At December 31, 2006, Han Logistics, Inc. has an a net operating loss carry forward for Federal income tax purposes totaling approximately $165,610 which, if not utilized, will expire in the year 2026.  During 2006, the valuation allowance increased by $29,004 from $27,303 as of December 31, 2005.  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 filed under the Securities Act of 1933 or an exemption under the Act.  F-13       HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  NOTE 5 - Common Stock [continued]  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  Shareholders and other related parties loaned $23,800 to the Company during 2005, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.  Shareholders and other related parties have loaned $13,787 to the Company as of December 31, 2006, 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.  The Company has recorded accrued interest payable attributable to the related party liabilities accrued at 10% per annum totaling $11,343 at December 31, 2006.  The shareholder loans are unsecured and are payable on demand.  The Company currently utilizes office space on a rent-free basis from a shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of nominal value.  During 2006, the Company also purchased a computer from a related-party.  This amount was paid in full at the time of purchase and the purchase price is believed to be market value for the item.      F-14     HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005 Note 7 - Concentrations  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 represents 21% or $1,200 of total revenues recognized by the Company from inception.  If these customers decrease or terminate their business with the Company, the impact may have adverse effects on the Company's operations and financial condition.  In recent years, the Company has relied on limited resources for raising cash for operations including loans to related parties and stock issuances.  If funding from these sources should become unavailable, the impact may have an adverse effect on the Companys operations and ability to continue as a going concern.  NOTE 8  Property and Equipment  Long-lived assets are stated at cost.  Maintenance and repairs are expensed as incurred.  Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is between three to thirty-nine years.  Where an impairment of a propertys value is determined to be other than temporary, an allowance for the estimated potential loss is established to record the property at its net realizable value.  When items of building or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations.  The Company does not have any long-lived tangible assets, which are considered to be impaired as of December 31, 2006.             F-15     HAN LOGISTICS, INC. [A DEVELOPMENT STAGE COMPANY] NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2006 AND 2005  NOTE 8  Property and Equipment [continued]  At December 31, 2006, property and equipment consisted of the following:  Useful LifeDecember 31, 2006Computer equipment31,761Less:  accumulated
depreciation(391)$      1,370  Depreciation expense was $391 and $0 for the years ended December 31, 2006 and 2005, respectively.  NOTE 9  Prior Period Adjustments  The Company determined their accounting for convertible debt was erroneously reported in 2005.  The Company issued debt which is convertible into shares of common stock at $0.10.  The Company failed to account for the beneficial conversion feature included with this debt.  It was determined that interest expense resulting from this feature should have been reported in 2005.  Because the note is due on demand, the full effect of the beneficial conversion should be reported in 2005.  The effect on certain line items to the financial statements for fiscal year 2005, as reported with the Companys 10-KSB filed on April 14, 2006 is as follows:  Additional paid-in capital:As reported58,048Adjustment23,500Restated amount81,548Deficit accumulated during development stage:As reported(80,304)Adjustment(23,500)Restated amount(103,804)Interest expense:As reported2,920Adjustment23,500  F-16     Restated amount26,420Net Income (Loss):As reported(29,959)Adjustment(23,500)Restated amount(53,459)Basic & Diluted earnings per share:As reported(0.01)Adjustment(0.02)Restated amount(0.03)Weighted Avg. Shares2,004,544       F-17    Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  None; Not applicable.   Item 8(A)T. Controls and Procedures.   Managements Annual Report on Internal Control Over Financial Reporting  As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our President and Secretary, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.  Changes in internal control over financial reporting  There were no changes in our internal controls over financial reporting.   Item 8(B). Other Information.  None.    PART III    Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act  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.  NamePositions HeldDate of Election or DesignationDate of Termination or ResignationAmee Han LombardiPresident
Secretary
Treasurer01/99
01/99
01/99*
*
*Director01/99*Michael VardakisDirector01/05*  * These persons presently serve in the capacities indicated.  Business Experience Amee Han Lombardi 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  17    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 42, 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 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 Certain Legal Proceedings  Except as stated above, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the Company:  (1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;  (2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic  18    violations and other minor offenses);  (3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  (4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.  Compliance with Section 16(a) of the Exchange Act  Upon the Companys filing of its Form 8-A on October 23, 2006, Ms. Han Lombardi and Mr. Vardakis became subject to the reporting obligations of Section 16(a) of the Exchange Act.  We expect that each of these persons will file a Form 3 Initial Statement of Beneficial Ownership of Securities soon after the filing of this Report.  Code of Ethics  The Company adopted a Code of Ethics that was filed as an exhibit 14 to our Annual Report for the year ended December 31, 2005 and is incorporated herein by reference. See Item 13 of this Report.  Nominating Committee  We have not established a Nominating Committee because, due to our lack of substantial operations and the fact that we only have two directors and executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following an increase in our current operations, a further review of this issue will no doubt be necessitated and undertaken by our management.  Audit Committee  We have no audit committee, and we are not required to have an audit committee; we do not believe the lack of an audit committee will have any adverse effect on our financial statements, based upon our current business operations. We will assess whether an audit committee may be necessary in the future.   Item 10. 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, Director12/31/06
12/31/05
12/31/0448,000
23,275
00
0
00
0
00
0
00
0
00
0
00
0
048,000
23,275
0Michael Vardakis Director12/31/06
12/31/05
12/31/040
0
00
0
00
0
00
0
00
0
00
0
00
0
00
0
0  19      *  Beginning in ___________, 2005, we began paying Ms. Han Lombardi a consulting fee of $5,000.  This fee was paid in consideration of consulting services rendered to the Company, rather than for services as an executive officer or employee. Ms. Amee Han Lombardi our President/Secretary/Treasurer and director, and Ms. Kathleen Kennedy, a former executive officer and director, have served as part-time employees of Han Logistics. Except for directors' fees in the amount of $250 paid quarterly to each of Mesdames Han Lombardi and a former officer through September 30, 2001, and consulting fees of $5,000 per month paid to Ms. Han Lombardi since Outstanding Equity Awards  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ________________________________________________________________________ Option Awards                      Stock Awards ________________________________________________________________________ NameNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities underlying Unexercised Options (#) UnexercisableEquity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price
($)Option Expiration DateNumber 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 LombardiNoneNoneNoneNoneNoneNoneNoneNoneNoneMichael VardakisNoneNoneNoneNoneNoneNoneNoneNoneNone    20    Compensation of Directors  DIRECTOR COMPENSATION _____________________________________________________________________ NameFees 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 LombardiNoneNoneNoneNoneNoneNoneNoneMichael VardakisNoneNoneNoneNoneNoneNoneNone   Item 11. Security Ownership of Certain Beneficial Owners and Management  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 ClassName and Address of Beneficial OwnerAmount and Nature of Beneficial OwnerPercent of ClassCommonAmee Han Lombardi2,000,000 - Direct96.4%  Security Ownership of Management  The following table sets forth the share holdings of the Companys directors and executive officers as of December 31, 2006:  Ownership of Officers and Directors Title of ClassName and Address of Beneficial OwnerAmount and Nature of Beneficial OwnerPercent of ClassCommonAmee Han Lombardi2,000,000 Direct96.4CommonMichael Vardakis00%   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 CategoryNumber of Securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber 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 holdersNoneNoneNone  21     Equity compensation plans not approved by security holdersNoneNoneNoneTotalNoneNoneNone    Item 12. Certain Relationships and Related Transactions  Transactions with Related Persons  Shareholders and other related parties loaned $23,800 to the Company during 2005, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.  Shareholders and other related parties have loaned $13,787 to the Company as of December 31, 2006, 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.  The Company has recorded accrued interest payable attributable to the related party liabilities accrued at 10% per annum totaling $11,343 at December 31, 2006.  The shareholder loans are unsecured and are payable on demand.  The Company currently utilizes office space on a rent-free basis from a shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of nominal value.  During 2006, the Company also purchased a computer from a related-party.  This amount was paid in full at the time of purchase and the purchase price is believed to be market value for the item.  Expect for as noted above, there were no material transactions, or series of similar transactions, during our Companys last fiscal year, 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 small business issuers total assets at year-end for the last three 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.  Parents of the Issuer 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.  Transactions with Promoters and control persons  There were no material transactions, or series of similar transactions, during our Companys last five 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 $60,000 and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.   Item 13. Exhibits  Exhibits  3.1        Articles of Incorporation, filed July 1, 1999.* 3.2          Bylaws *   22    14            Code of Ethics**  EX 31.1 Certification of Amee Han Lombardi, the Companys President, Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002  EX 32 Certification of Amee Han Lombardi pursuant to section 906 of the Sarbanes-Oxley Act of 2002   *Attached as an exhibit to our SB-2 Registration Statement  **Attached as an exhibit to our 10KSB for the year ended December 31, 2005  ***Incorporated herein by reference.   Item 14. Principal Accounting 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, 2006 and 2005:  Fee Category20062005Audit Fees$9,324$6,756Audit-related Fees$29$507Tax Fees$0$0All Other Fees$0$0Total Fees$9,353$7,263  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-QSB 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.  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.    SIGNATURES  In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.  HAN LOGISTICS, INC.  23     Date:April10, 2007By:/s/Amee Han LombardiAmee Han Lombardi, President, Secretary/Treasurer and Director   In accordance with the Securities Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:  HAN LOGISTICS, INC.  Date:April 10, 2007By:/s/Amee Han LombardiAmee Han Lombardi, President, Secretary/Treasurer and DirectorDate:April10 , 2007By:/s/Mike VardakisMike Vardakis, Director   2005, 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 and sold to Ms. Han Lombardi, our President/Secretary/Treasurer, 2,000,000 shares of common stock in consideration for the sum of $27,000 in cash ($.0135 per share). We anticipate that, at the time, if ever, that our financial position permits, Ms. Han Lombardi and Mr. Vardakis 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 executive officers of Han Logistics.     24