10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q 

____________________

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

For the quarterly period ended September 30, 2012

OR

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

For the transition period from ____________ to____________

Commission File No. 000-52273

HAN LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0435998
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

605 South State Street

Salt Lake City, Utah  84111

(Address of Principal Executive Offices)

(801) 532-0323

(Registrant’s telephone number, including area code)

N/A

 (Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ].  The registrant does not maintain a corporate web site.

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]      Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  November 6, 2012 – 10,368,500 shares of common stock.

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	INDEX
		Page
PART I	-               FINANCIAL INFORMATION	4
Item 1	Financial Information	4
Condensed Balance Sheets		5
Unaudited Condensed Statements of Operations		6
Unaudited Condensed Statements of Cash flows		7
Notes to Unaudited Condensed Financial Statements.		8
Item 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	12
PART II	OTHER INFORMATION	12
Item 1	Legal Proceedings	12
Item 1A	Risk Factors	12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3	Defaults Upon Senior Securities	12
Item 4	Mine Safety Disclosures	12
Item 5	Other Information	12
Item 6	Exhibits	12
SIGNATURES		13

3

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

The financial statements of Han Logistics, Inc., a Nevada corporation (the “Registrant,” the “Company,” “Han,” “we,” “our” or “us”) required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the Registrant.

4

HAN LOGISTICS, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30, 2012	December 31, 2011
ASSETS
CURRENT ASSETS:
Cash	$            137	$              232
Total Current Assets	137	232
TOTAL ASSETS	$            137	$              232
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$         184,022	$       172,934
Accounts payable-Related parties	8,250	8,250
Accrued interest	6,123	4,573
Accrued interest-Related parties	58,796	50,434
Notes payable	23,000	23,000
Notes payable-Related parties	110,154	95,654
Total Current Liabilities	390,345	354,845
TOTAL LIABILITIES	390,345	354,845
STOCKHOLDERS' DEFICIT:
Preferred stock, $.001 par value; 175,000,000 shares authorized; no         shares issued and outstanding at September 30, 2012 and         December 31, 2011	-	-
Common stock, $.001 par value; 500,000,000 shares authorized;         10,368,500 shares issued and outstanding at September 30, 2012          and December 31, 2011	10,369	10,369
Additional paid-in capital	110,533	110,533
Deficit accumulated during the development stage	(511,110)	(475,515)
Total Stockholders' Deficit	(390,208)	(354,613)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$            137	$              232

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

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HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2012 and 2011 and for the Period from Inception

(July 1, 1999) to September 30, 2012

					Date of
					Inception
					(July 1, 1999)
	Three Months Ended		Nine Months Ended		to
	September 30,		September 30,		September 30,
	2012	2011	2012	2011	2012
Revenues	$             -	$             -	$             -	$            -	$    10,081
Revenues-Related  party	-	-	-	-	1,926
Gross revenues	-	-	-	-	12,007
Operating Expenses:
Depreciation and amortization	-	-	-	-	1,761
General and administrative expenses	4,693	6,393	25,683	32,189	415,146
Total operating expenses	4,693	6,393	25,683	32,189	416,907
Loss from Operations	(4,693)	(6,393)	(25,683)	(32,189)	(404,900)
Other Income/(Expense)
Interest income	-	-	-	-	35
Interest (expense)	(520)	(521)	(1,549)	(1,347)	(6,122)
Interest (expense)-Related parties	(2,919)	(2,488)	(8,363)	(7,157)	(100,123)
Total Other Income (Expense)	(3,439)	(3,009)	(9,912)	(8,504)	(106,210)
Net (Loss)	$        (8,132)	$       (9,402)	$      (35,595)	$      (40,693)	$(511,110)
Net (Loss) Per Share:
Basic and Diluted	$        (0.01)	$       (0.01)	$       (0.01)	$       (0.01)	$     (0.05)
Weighted Average Shares Outstanding
Basic and Diluted	10,368,500	10,368,500	10,368,500	10,368,500	10,183,048

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

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HAN LOGISTICS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2012 and 2011 and for the Period from Inception

(July 1, 1999) to September 30, 2012

			Date of
			Inception
			(July 1, 1999)
	Nine Months Ended		to
	September 30,		September 30,
	2012	2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$            (35,595)	$            (40,693)	$           (511,110)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization	-	-	1,761
Amortization of interest on beneficial conversion	-	-	40,600
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	21,000	26,943	257,191
Net cash provided by operating activities	(14,595)	(13,750)	(211,558)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	-	-	(1,761)
Net cash used in investing activities	-	-	(1,761)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable	-	6,000	23,000
Increase in notes payable-Related party	14,500	7,650	110,154
Net proceeds from issuance of common stock	-	-	80,302
Net cash from financing activities	14,500	13,650	213,456
Net increase in cash	(95)	(100)	137
CASH AT BEGINNING PERIOD	232	282	-
CASH (OVERDRAFT) AT END OF PERIOD	$                   137	$                   182	$                    137
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$                        -	$                        -	$                         -
Cash paid for income taxes	$                        -	$                        -	$                         -

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

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HAN LOGISTICS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2012

(Unaudited)

NOTE A - PRESENTATION

The balance sheets of the Company as of September 30, 2012 and December 31, 2011, the related statements of operations for the three months ended September 30, 2012 and 2011 and the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, and the statements of cash flows for the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three months ended September 30, 2012 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2011, Form 10-K.

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company was in default on its notes and various accounts payable, has not generated any operating revenue, has incurred significant operating losses to date, has a negative cash flow from operations and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern.

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 C – RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

NOTE D - DEVELOPMENT STAGE COMPANY

Han Logistics, Inc. is a development stage company as of July 1, 1999 (Inception). The Company is subject to risks and uncertainties, including new product development, actions of competitors, reliance on the knowledge and skills of its employees to be able to service customers, and availability of sufficient capital and a limited operating history. Accordingly, the Company presents its financial statements in accordance with the accounting principles generally accepted in the United States of America that apply in establishing new operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the accumulated statement of operations and cash flows from inception of the development stage to the date on the current balance sheet. Contingencies exist with respect to this matter, the ultimate resolution of which cannot presently be determined.

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NOTE E – RELATED PARTY TRANSACTIONS

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.

Shareholders and other related parties had loaned $13,787 to the Company as of December 31, 2004, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.

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. Additionally, the Company recorded an interest expense of $23,800 for the conversion feature of the loans made during 2005.

Shareholders and other related parties loaned $17,100 to the Company during 2007, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.  Additionally, the Company recorded an interest expense of $17,100 for the conversion feature of the loans made during 2007.

Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company. These loans are demand notes and carry an interest rate of 24% per annum.

Shareholders and other related parties loaned $8,917 during 2009 to the Company.  These loans are demand notes and carry an interest rate of 9-18% per annum.

Shareholders and other related parties loaned $5,000 during 2010 to the Company.  These loans are demand notes and carry an interest rate of 10% per annum.

Shareholders and other related parties loaned $15,850 during 2011 to the Company.  These loans are demand notes and carry an interest rate of 9% per annum.

Shareholders and other related parties loaned $14,500 during the first nine months of 2012 to the Company.  This loan is a demand note and carries an interest rate of 9% per annum.

The Company recorded an interest expense of $2,919 and $2,488 on the related party notes listed above for the quarter ended September 30, 2012 and 2011, respectively.  As of September 30, 2012, the Company owed $58,796 in accrued interest on these notes.

NOTE F – NOTES PAYABLE

An independent party loaned $ 9,700 to the Company on March 12, 2008.  The note is unsecured, due upon demand and has an interest rate of 9%.

During 2010, an individual loaned $7,300 to the Company.  The note is a demand note and carries an interest rate of 9%.  The note is unsecured.

During 2011, an individual loaned $6,000 to the Company.  The note is a demand note and carries an interest rate of 9%.  The note is unsecured.

The Company recorded an interest expense of $520 and $521 on the notes listed above for the quarter ended September 30, 2012 and 2011.  As of September 30, 2012, the Company owed $6,123 in accrued interest on these notes.

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Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

This Report contains forward-looking statements.  All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements usually contain the words "estimate," "anticipate," "believe," "expect," or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, prospective investors should carefully review various risks and uncertainties identified in this Report, including the matters set forth in the Company's other SEC filings.  These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward-looking statements.  The Company undertakes no obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us.  Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q.  We file reports with the Securities and Exchange Commission ("SEC").  We shall make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such materials with or furnish them to the SEC. You can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549.  You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q.  Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.

General

Han is currently a development stage company under the provisions of ASC Topic 915.  The Company was incorporated under the laws of the State of Nevada on July 1, 1999.

Plan of Operation

The Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

During the next 12 months, the Company’s only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to the Company. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

When and if a business will commence or an acquisition be made is presently unknown and will depend upon various factors, including but not limited to the availability of funding and if and when any potential acquisition may become available to the Company at terms acceptable to the Company.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and could cost between $5,000

10

and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; the Company cannot assure you that it can raise funds if needed.

Results of Operations

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011

We had no revenues for the three months ended September 30, 2012 and 2011.  Our operating expenses for the quarter ended September 30, 2012, were $4,693, as compared to $6,393 during the three months ended September 30, 2011.  This decrease was due to the decrease of professional services related to the timing of the completion of our reporting requirements.  We had total other expenses for the three months ended September 30, 2012 of $3,439 compared to $3,009 for the same period a year ago. During both periods, this expense was interest expense payable to related and non-related parties.  

We had a net loss of $8,132 for the quarter ended September 30, 2012, as compared to $9,402 for the comparable period in 2011.

Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011

We had no revenues for the nine months ended September 30, 2012 and 2011.  Our operating expenses for the nine months ended September 30, 2012, were $25,683, as compared to $32,189 during the nine months ended September 30, 2011.  This decrease was due to the decrease of professional services related to the timing of the completion of the periodic reports that we file with the SEC.  We had total other expenses for the nine months ended September 30, 2012 of $9,912 compared to $8,504 for the same period a year ago. During both periods, approximately 85% of this expense was interest expense payable to related parties.  

We had a net loss of $35,595 for the nine months ended September 30, 2012, as compared to $40,693 for the comparable period in 2011.

Liquidity

As of September 30, 2012, we had total cash assets of $137.  We had total current liabilities of $390,345 and working capital deficiency and stockholders' deficit of $390,208 as of September 30, 2012.  Deficits accumulated during the development stage totaled $511,110.

Additional funds will be needed in order to maintain the Company’s good standing in the State of Nevada and to comply with its reporting obligations under the Securities Exchange Act of 1934, as amended.  

At September 30, 2012, the Company had no material operations and through the date of this filing, it has yet to obtain any other commitments for additional funding or to commence material business operations.  Until the Company obtains the capital required to develop its proposed business and obtains the necessary revenues from future operations, the Company will depend on sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

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Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

12

31	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of Michael Vardakis.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Michael Vardakis.
101.INS	XBRL Instance Document*
101.PRE.	XBRL Taxonomy Extension Presentation Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.SCH	XBRL Taxonomy Extension Schema*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

HAN LOGISTICS, INC.

Date:	November 14, 2012	By:	/s/Michael Vardakis
			President, Secretary/Treasurer, and Director

13

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Han Logistics, Inc. (the "Registrant") on Form 10-Q for the quarter ended September 30, 2012, as filed with the Commission on the date hereof (the "Quarterly Report"), I, Michael Vardakis, President and Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date:	November 14, 2012	By:	/s/Michael Vardadis
			Michael Vardakis, President and Treasurer

1

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Vardakis, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Han Logistics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	November 14, 2012	By:	/s/ Michael Vardakis
			Michael Vardakis, President and Treasurer

XML

Note Payable

9 Months Ended

Sep. 30, 2012

Note Payable:

Note Payable

NOTE F – NOTES PAYABLE

An independent party loaned $ 9,700 to the Company on March 12, 2008.  The note is unsecured, due upon demand and has an interest rate of 9%.

During 2010, an individual loaned $7,300 to the Company.  The note is a demand note and carries an interest rate of 9%.  The note is unsecured.

During 2011, an individual loaned $6,000 to the Company.  The note is a demand note and carries an interest rate of 9%.  The note is unsecured.

The Company recorded an interest expense of $ (520) and $ (521) on the notes listed above for the quarter ended September 30, 2012 and 2011.  As of September 30, 2012, the Company owed $6,123 in accrued interest on these notes.

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Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions:

Related Party Transactions

NOTE E – RELATED PARTY TRANSACTIONS

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.

Shareholders and other related parties had loaned $13,787 to the Company as of December 31, 2004, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.

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. Additionally, the Company recorded an interest expense of $23,800 for the conversion feature of the loans made during 2005.

Shareholders and other related parties loaned $17,100 to the Company during 2007, which is convertible to common stock at a rate of $0.10 per share.  The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.  Additionally, the Company recorded an interest expense of $17,100 for the conversion feature of the loans made during 2007.

Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company. These loans are demand notes and carry an interest rate of 24% per annum.

Shareholders and other related parties loaned $8,917 during 2009 to the Company.  These loans are demand notes and carry an interest rate of 9-18% per annum.

Shareholders and other related parties loaned $5,000 during 2010 to the Company.  These loans are demand notes and carry an interest rate of 10% per annum.

Shareholders and other related parties loaned $15,850 during 2011 to the Company.  These loans are demand notes and carry an interest rate of 9% per annum.

Shareholders and other related parties loaned $14,500 during the first nine months of 2012 to the Company.  This loan is a demand note and carries an interest rate of 9% per annum.

The Company recorded an interest expense of $2,919 and $2,488 on the related party notes listed above for the quarter ended September 30, 2012 and 2011, respectively.  As of September 30, 2012, the Company owed $58,796 in accrued interest on these notes.

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HAN LOGISTICS, INC. [A Development Stage Company] CONDENSED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Cash	$ 137	$ 232
Total Current Assets	137	232
TOTAL ASSETS	137	232
Accounts payable	184,022	172,934
Accounts payable-Related parties	8,250	8,250
Accrued interest	6,123	4,573
Accrued interest-Related parties	58,796	50,434
Notes payable	23,000	23,000
Notes payable-Related parties	110,154	95,654
Total Current Liabilities	390,345	354,845
TOTAL LIABILITIES	390,345	354,845
Commitments and Contingencies
Preferred stock, Class A Preferred Stock, $.001 par value; 175,000,000 shares authorized; no shares issued and outstanding at September 30, 2012 and December 31, 2011	0	0
Common stock, $.001 par value; 500,000,000 shares authorized; 10,368,500 shares issued and outstanding at September 30, 2012 and December 31, 2011	10,369	10,369
Additional paid-in capital	110,533	110,533
Deficit accumulated during the development stage	(511,110)	(475,515)
Total Stockholders' Deficit	(390,208)	(354,613)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 137	$ 232

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Organization, Consolidation and Presentation of Financial Statements

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements:

Organization, Consolidation and Presentation of Financial Statements

NOTE A - PRESENTATION

The balance sheets of the Company as of September 30, 2012 and December 31, 2011, the related statements of operations for the three months ended September 30, 2012 and 2011 and the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, and the statements of cash flows for the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three months ended September 30, 2012 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2011, Form 10-K.

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company was in default on its notes and various accounts payable, has not generated any operating revenue, has incurred significant operating losses to date, has a negative cash flow from operations and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern.

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 C – RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

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Development Stage Company

9 Months Ended

Sep. 30, 2012

Development Stage Company:

Development Stage Company

NOTE D - DEVELOPMENT STAGE COMPANY

Han Logistics, Inc. is a development stage company as of July 1, 1999 (Inception). The Company is subject to risks and uncertainties, including new product development, actions of competitors, reliance on the knowledge and skills of its employees to be able to service customers, and availability of sufficient capital and a limited operating history. Accordingly, the Company presents its financial statements in accordance with the accounting principles generally accepted in the United States of America that apply in establishing new operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the accumulated statement of operations and cash flows from inception of the development stage to the date on the current balance sheet. Contingencies exist with respect to this matter, the ultimate resolution of which cannot presently be determined.

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Han Logistics, Inc. Balance Sheet (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Preferred stock authorized	175,000,000	175,000,000
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock outstanding	0	0
Common stock authorized	500,000,000	500,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock outstanding	10,368,500	10,368,500

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 06, 2012
Document and Entity Information
Entity Registrant Name	HAN LOGISTICS INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Central Index Key	0001132509
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,368,500
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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HAN LOGISTICS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2012 and 2011 and Three Months Ended September 30, 2012 and 2011 and for the Date of Inception (July 1, 1999) to September 30, 2012 (USD $)	3 Months Ended		9 Months Ended		159 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Revenues	$ 0	$ 0	$ 0	$ 0	$ 10,081
Revenues-Related party	0	0	0	0	1,926
Gross revenues	0	0	0	0	12,007
Depreciation and amortization	0	0	0	0	1,761
General and administrative expenses	4,693	6,393	25,683	32,189	415,146
Total operating expenses	4,693	6,393	25,683	32,189	416,907
Loss from Operations	(4,693)	(6,393)	(25,683)	(32,189)	(404,900)
Interest income	0	0	0	0	35
Interest (expense)	(520)	(521)	(1,549)	(1,347)	(6,122)
Interest (expense)-Related parties	(2,919)	(2,488)	(8,363)	(7,157)	(100,123)
Total Other Income (Expense)	(3,439)	(3,009)	(9,912)	(8,504)	(106,210)
Net (Loss)	$ (8,132)	$ (9,402)	$ (35,595)	$ (40,693)	$ (511,110)
Net (Loss) Per Share: Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.05)
Weighted Average Shares Outstanding Basic and Diluted	10,368,500	10,368,500	10,368,500	10,368,500	10,183,048

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Related Party Transactions (Details) (USD $)	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2005	Dec. 31, 2004
2004 related parties loan										$ 13,787
Amount per share convertible to common stock								$ 0.10	$ 0.10	$ 0.10
2005 related parties loan									23,800
2005 interest expense									23,800
2007 related parties loan								17,100
2007 interest expense								17,100
2008 related parties demand loan							8,700
2007 related parties demand loan								2,500
2007 and 2008 related parties demand loans annual interest rate								24.00%
2009 related parties demand loan						8,917
2009 related parties demand loan annual interest rate minimum						9.00%
2009 related parties demand loan annual interest rate maximum						18.00%
2010 related parties demand loan					5,000
2010 related parties demand loan annual interest rate					10.00%
2011 related parties demand loan				15,850
2011 related parties demand loan annual interest rate				9.00%
2012 related parties demand loan		14,500
2012 related parties demand loan annual interest rate	9.00%
Related parties interest expense		2,919	2,488
Accrued interest-Related parties		$ 58,796		$ 50,434

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Development Stage Company (Policies)

9 Months Ended

Sep. 30, 2012

Policies (Detail level 2):

Development Stage Company

NOTE D - DEVELOPMENT STAGE COMPANY

Han Logistics, Inc. is a development stage company as of July 1, 1999 (Inception). The Company is subject to risks and uncertainties, including new product development, actions of competitors, reliance on the knowledge and skills of its employees to be able to service customers, and availability of sufficient capital and a limited operating history. Accordingly, the Company presents its financial statements in accordance with the accounting principles generally accepted in the United States of America that apply in establishing new operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the accumulated statement of operations and cash flows from inception of the development stage to the date on the current balance sheet. Contingencies exist with respect to this matter, the ultimate resolution of which cannot presently be determined.

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Note Payable (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended		159 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2012	Mar. 12, 2008
Independent party loan								$ 9,700
Independent party loan interest rate								9.00%
Individual demand loan					6,000	7,300
Individual demand loan interest rate					9.00%	9.00%
Interest (expense)	(520)	(521)	(1,549)	(1,347)			(6,122)
Accrued interest	$ 6,123		$ 6,123		$ 4,573		$ 6,123

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HAN LOGISTICS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2012 and 2011 and for the Period from Inception (July 1, 1999) to September 30, 2012 (USD $)	9 Months Ended		159 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Net (loss)	$ (35,595)	$ (40,693)	$ (511,110)
Depreciation and amortization	0	0	1,761
Amortization of interest on beneficial conversion	0	0	40,600
Increase in accounts payable and accrued expenses	21,000	26,943	257,191
Net cash provided by operating activities	(14,595)	(13,750)	(211,558)
Purchase of property, plant and equipment	0	0	(1,761)
Net cash used in investing activities	0	0	(1,761)
Increase in notes payable	0	6,000	23,000
Increase in notes payable-Related party	14,500	7,650	110,154
Net proceeds from issuance of common stock	0	0	80,302
Net cash from financing activities	14,500	13,650	213,456
Net increase in cash	(95)	(100)	137
CASH AT BEGINNING PERIOD	232	282	0
CASH (OVERDRAFT) AT END OF PERIOD	137	182	137
Cash paid for interest	0	0	0
Cash paid for income taxes	$ 0	$ 0	$ 0

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Organization, Consolidation and Presentation of Financial Statements (Policies)

9 Months Ended

Sep. 30, 2012

Policies (Detail level 2):

Presentation

NOTE A - PRESENTATION

The balance sheets of the Company as of September 30, 2012 and December 31, 2011, the related statements of operations for the three months ended September 30, 2012 and 2011 and the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, and the statements of cash flows for the nine months ended September 30, 2012 and 2011 and from the date of inception (July 1, 1999) of the development stage period through September 30, 2012, (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three months ended September 30, 2012 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2011, Form 10-K.

Going Concern

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company was in default on its notes and various accounts payable, has not generated any operating revenue, has incurred significant operating losses to date, has a negative cash flow from operations and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern.

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.

Recent Accounting Pronouncements

NOTE C – RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.