UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015

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

For the transition period from to_________ ~~______~~ to ~~_____~~_________

Commission File Number 000 -54810

PLH PRODUCTS INC.
(Exact name of Registrant as specified in its charter)

California	95-4386777
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
(State or other jurisdiction	(I.R.S. Employer
6655 Knott Avenue
of incorporation or organization)	Identification Number)
Buena Park, California
	90620
(Address of principal executive offices)	(Zip Code)

6655 Knott AvenueBuena Park, California 90620(714) 739-6622 (Registrant’s telephone number, including area code)

( f/k/a DARDANOS ACQUISITION CORP.) (Former name, former address and former fiscal year, if changed, since last year)

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 website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 [ ]

Yes [ X] No [ ]

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 definitions of “accelerated filer”, “large 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 [ ] No [X]

~~Yes [ ]~~ As of March 31, 2015, there were 32,095,000 shares of ~~No [~~Registrants Xcommon ]stock, par value $0.001 per share.

~~APPLICABLE~~PLH ~~ONLY~~PRODUCTS TOINC. ~~CORPORATE~~QUARTERLY ~~ISSUERS:~~REPORT ON FORM 10-Q FOR THE QUARTER ENDED March 31, 2015 TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	F-1
	Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2015 and 2014 – (unaudited)	F-2
	Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2015 and 2014 – (unaudited)	F-3
	Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4
Item 4.	Controls and Procedures	4
Part II. Other Information
Item 5	Legal Proceedings	5
Item 6	Risk Factors	5
Item 7	Sales of Unregistered Equity Securities and Use of Proceeds	5
Item 8	Defaults Upon Senior Securities	5
Item 9	Exhibits and Signatures	5

~~Indicate~~REPORT ~~the~~OF ~~number~~INDEPENDENT ofREGISTERED ~~shares~~PUBLIC ~~outstanding~~ACCOUNTING ~~of each of the issuer’s classes of common stock, as of the latest practicable date. 32,095,000 shares of Common Stock, par value $0.001 per share, as of September 30, 2014~~FIRM

~~PLH~~To ~~PRODUCTS~~the ~~INC.~~Board ~~QUARTERLY~~of ~~REPORT~~Directors ONand ~~FORM~~Stockholders ~~10-Q~~ofPLH ~~FOR~~Products, Inc. ~~THE~~and ~~QUARTER~~Subsidiaries ~~ENDED~~Buena ~~SEPTEMBER 30~~Park, ~~2014~~California ~~TABLE OF CONTENTS~~

		Pages No.
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
Part II. Other Information
Item 1A	Risk Factors	11
Item 5	Other Information	12
Item 6	Exhibits	12
SIGNATURES		12
EXHIBITS		13

We have reviewed the accompanying condensed consolidated balance sheet of PLH Products, Inc. and subsidiaries (the “Company”) as of March 31, 2015, and the related condensed consolidated statements of income and comprehensive income and cash flows for the three months ended March 31, 2015 and March 31, 2014. These interim financial statements are the responsibility of the Company’s management.

2 We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of PLH Products, Inc. and subsidiaries as of December 31, 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated April 17, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2014 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Simon & Edward, LLP
Diamond Bar, California
May 20, 2015

PART I — FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL~~– ~~STATEMENTS~~Financial Statements

PLH PRODUCTS INC.CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,			December 31,
		March 31,			December 31,
		2014			2013
		2015			2014
		(unaudited)			(audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~220~~942,~~103~~441		$	~~$204~~358,~~163~~271
Accounts receivable, net of allowance for bad debt of $0 and $0,		1,436,127			1,154,733
Accounts receivable, net		3,907,321			4,564,078
Accounts receivable – related parties		3,787,642			5,325,855
Inventories		21,630,629			22,507,192
Inventories		5,365,586			5,337,508
Prepayment to vendor		41,003			681,471
Prepayment to vendor					638,677
Prepaid expenses and other current assets		485,941			507,665
Prepayment to vendor – related parties		26,200			2,258,577
Total current assets		27,007,335			28,618,677
Prepaid expenses and other current assets		350,103			168,088
Non-current Assets:
Total current assets		11,185,761			15,087,601
Property, plant and equipment, net		8,662,602			8,747,275
Property, plant and equipment, net		3,071,349			3,028,774
Intangible assets, net		1,127,000			1,142,279
Investments in affiliates		5,500,000			5,500,000
Other assets		91,779			124,275
Other assets		160,377			160,377
Total non-current assets		9,881,381			10,013,829
Total non-current assets		8,731,726			8,689,151
Total assets	$	36,888,716		$	38,632,506
Total assets	$	19,917,487		$	23,776,752
LIABILITIES AND STOCKHOLDERS’EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	12,~~062~~443,~~790~~686		$	24,~~186~~760,~~501~~027
Accounts payable - related parties		(1,322,035	)		4,195,129
Bank overdraft		152,762			421,172
Dividends payable					46,750
Accrued expenses		298,328			446,091
Accrued expenses		287,233			392,534
Customer deposits		1,598,605			885,171
Customer deposits		381,659			689,135
Line of credit		2,450,000			3,250,000
Borrowings from other					75,100
Current portion of capital lease obligation		26,686			32,945
Line of credit		3,100,000			2,800,000
Current portion of mortgage and term loans		227,453			306,099
Current portion of mortgage and term loans					303,557
Short-term borrowings		6,882,621			6,641,944
Total current liabilities		3,509,647			10,688,706
Other current liabilities		1,259,453			864,338
Total current liabilities		15,339,594			17,607,787
Long Term Liabilities:
Mortgage and term loans, net of current portion		4,871,005			4,794,045
Capital lease obligation, net of current portion		39,821			39,821
Deferred income taxes		48,019			48,019
Mortgage and term loans, net of current portion		4,487,755			4,487,655
Total long term liabilities		4,919,024			4,842,064
FIN 48 provision		240,000			240,000
Total liabilities		8,428,671			15,530,770
Deferred income taxes		43,608			43,608
Stockholders' Equity:
Total long term liabilities		4,811,184			4,811,084
Additional paid-in capital		8,804,909			6,074,909
Total liabilities		20,150,778			22,418,871
Retained Earnings		2,944,407			2,338,073
Stockholders’ Equity:
Dividend Paid		(2,60,500	)		(1,67,000	)
Common stock, $0.0001 par value; 500,000,000 shares authorized, 32,095,000 shares issued and outstanding at March 31, 2015 and December 31, 2014		3,210			3,210
Total Stockholders' Equity		11,488,816			8,245,982
Additional paid-in capital		9,151,699			9,151,699
Total liabilities and stockholders' equity	$	19,917,487		$	23,776,752
Retained earnings		3,954,003			3,850,758
Accumulated other comprehensive income		3,629,026			3,207,968
Total stockholders’ equity		16,737,938			16,213,635
Total liabilities and stockholders’ equity	$	36,888,716		$	38,632,506

(~~See~~The accompanying notes toare ~~the~~an integral part of these condensed consolidated financial statements)

3 F-1

PLH PRODUCTS INC.CONDENSED CONSOLIDATED INCOME STATEMENTS - (UNAUDITED)

		Quarter Ended						Nine Months Ended
		Three months Ending
		September 30,						September 30,
		March 31, 2015			March 31, 2014
		2014			2013			2014			2013
Net sales	$	10,189,081		$	11,539,706
Net sales	$	6,982,163		$	8,860,599		$	23,942,141		$	25,275,274
Cost of sales		7,673,822			8,715,333
Cost of sales		5,493,083			6,892,799			18,653,707			19,872,967
Gross profit		2,515,259			2,824,373
Gross profit		1,489,080			1,967,800			5,288,434			5,402,307
Selling, general and administrative expenses		2,119,491			2,298,068
Selling, general and administrative expenses		1,144,887			1,222,200			4,386,300			4,825,913
Income from operations		395,768			526,305
Income from operations		344,193			745,600			902,134			576,394
Other income (expense):
Other income (expense):		(434	)		22,057			22,420			62,160
Interest expense		(203,392	)		(291,969	)
Interest expense		(101,079	)		(78,080	)		(266,392	)		(247,078	)
Gain (loss) from foreign currency transactions, net		31,831			-
Other expense, net		17,785			51,170
Total other expense, net		(~~101~~153,~~513~~776	)		(56240,~~023~~799	)		~~(243,972~~	)		~~(184,918~~	)
Income before income tax provision		~~242~~241,~~680~~992			~~689~~285,~~577~~506			~~658,162~~			~~391,476~~
Property Tax, Etc.		(3,454	)		82			(51,830	)		(60,497	)
Income tax provision		(91,999	)		(101,322	)
Net income	$	~~239~~149,~~226~~993		$	~~689~~184,~~659~~184		$	~~606,332~~		$	~~330,979~~
Comprehensive Income Statement:
Net income		149,993			184,184
Foreign currency translation adjustment		421,058			585,316
Comprehensive income	$	571,051		$	769,500

(~~See~~The accompanying notes toare ~~the~~an integral part of these condensed consolidated financial statements)

4 F-2

PLH PRODUCTS INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (UNAUDITED )

		For the Nine Months Ended September 30,
		Three months Ending
		2014			2013
		March 31, 2015			March 31, 2014
Cash flows from operating activities:
Net income	$	~~606~~149,~~332~~993		$	~~330~~184,~~979~~184
Adjustments to reconcile net income to net cash provided by operating
Adjustments to reconcile net income to net cash provided by (used in) operating
Depreciation expense - property, plant and equipment
Depreciation expense– property, plant and equipment		166,191			109,367
Amortization expense - intangible assets
Amortization expense – intangible assets		20,055			11,184
Deferred taxes		32,638			32,638
Accounts receivable		(281,394	)		278,919
Loss (gain) on disposal of property and equipment		251,387			(72,874	)
Account receivable - related parties		1,538,213			(429,073	)
Accounts receivable		656,757			5,497,674
Inventories		~~(28~~927,~~078~~182	)		71(1,~~731~~678,071	)
Prepayment to vendor		~~486~~640,~~741~~468			88(2,~~964~~265,029	)
Prepayment to vendor - related parties		2,258,577
Prepaid expenses and other current assets		21,969			(129,071	)
Prepaid expenses and other current assets		(56,279	)
Deposits and other assets		-			(23,840	)
Accounts payable		(1,170,461	)		(854,637	)
Dividends payable		-			(46,750	)
Accounts payable - related parties		(5,517,164	)
Accounts payable		(2,316,193	)		(3,874,641	)
Accrued expenses		(105,302	)		21,867
Accrued expenses and other current liabilities		618,536			1,067,926
Customer deposits		(307,476	)
Advance from customers		710,308			(629,140	)
Net cash used in operating activities		(2,576,289	)		(491,250	)
Net cash provided by (used in) operating activities		1,879,291			(1,816,443	)
Cash flows from investing activities:
Purchases of fixed assets		(42,574	)		(2,250	)
Loan receivable		-			168,088
Net cash used in investing activities		(42,574	)		(2,250	)
Purchase of property and equipment		(314,625	)		168,007
Net cash used in investing activities		(314,625	)		336,095
Cash flows from financing activities:
Borrowings from line of credit, net		300,000			396,290
Borrowings (repayments) from line of credit, net		(800,000	)		195,000
Borrowings from mortgage and term loans		(167,156	)		(201,552	)
Borrowings under (repayments on) short-term borrowings, net		212,048			(41,568	)
Repayments on mortgage and term loans, net		(5978,~~441~~546	)		(75,499	)
Issuance of common stock		~~2,730,000~~-			~~200,000~~-
Repayments on additional loan from others, net		(75,100	)
Dividend distribution		(46,750	)		-
Dividend distribution		(93,500	)		(83,500	)
Bank overdraft		(268,409	)		368,623
Net cash provided by (used in) financing activities		2(981,~~634,803~~657	)		~~311~~446,~~238~~556
Net increase (decrease) in cash		15,940			(182,262	)
Effect of exchange rate changes on cash		1,161			(9,789	)
Cash - beginning of year		204,163			27,150
Net increase (decrease) in cash		584,170			(1,043,581	)
Cash - end of year	$	220,103		$	(155,112	)
Cash– beginning of year		358,271			1,401,852
Cash– end of year	$	942,441		$	358,271
Supplemental disclosure of cash flows information
Cash paid during the year for:
Cash paid during the period for:
Interest	$	~~266~~203,392		$	~~247~~291,~~078~~969
Income Taxes	$	51,380			$ 60,497
Income taxes	$	91,999		$	101,322
Non-Cash investing activity:	$	-		$	-
Investment, netted against accounts payable - related parties

(~~See~~The accompanying notes toare ~~the~~an integral part of these condensed consolidated financial statements)

5 F-3

PLH ~~PRODUCTS~~Products, ~~INC~~Inc. ~~NOTES~~and TOSubsidiariesNotes to ~~THE~~Condensed ~~FINANCIAL~~Consolidated ~~STATEMENTS~~Financial ~~For~~Statements ~~the~~(Unaudited) ~~Six~~March ~~Months Ended~~31, ~~September~~2015 ~~30, 2014 - UNAUDITED~~

~~Notes~~NOTE to1 ~~Condensed~~–NATURE ~~Financial~~OF ~~Statements (unaudited)~~OPERATIONS AND PRESENTATION

1.Nature ~~Basis~~ of ~~Presentation~~Operations

~~The accompanying unaudited condensed financial statements include the accounts of~~ PLH Products, Inc. ~~only (the~~and USSubsidiaries, ~~Company).~~established ~~These unaudited condensed financial statements reflect all~~and ~~normal~~incorporated ~~recurring~~on ~~adjustments~~September ~~which~~2, ~~management believes are necessary to present fairly the financial position~~1992, ~~results~~a ofCalifornia ~~operations~~corporation ~~and~~(collectively ~~cash flows of~~ the US “Company”), ~~for~~manufactures ~~the~~and ~~respective~~distributes ~~periods presented~~saunas. ~~Certain~~The ~~information~~Company’s ~~and~~corporate ~~footnote~~office ~~disclosures~~is ~~normally~~located ~~included~~ in ~~the~~Buena ~~annual~~Park, ~~financial statements prepared in accordance with U~~California.S. ~~generally~~The ~~accepted~~Company ~~accounting~~designs, ~~principles (GAAP) have been~~develops, ~~condensed~~manufactures, orand ~~omitted~~distributes ~~pursuant~~a towide ~~the~~variety ~~rules and regulations~~ of ~~the~~infrared ~~Securities~~saunas and cedar ~~Exchange~~product ~~Commission~~ for ~~Form~~traditional ~~10-Q~~saunas. ~~These~~The ~~unaudited~~Company ~~interim~~distributes ~~condensed~~a ~~financial statements~~full ~~should~~range beof ~~read~~saunas under inbrand ~~conjunction~~names, ~~with~~Health ~~the~~Mate, ~~audited~~Sun ~~financial~~Spirit, ~~statements of~~Healspa, ~~the~~Aroma USSteam, ~~Company~~ and ~~notes~~Fin ~~thereto included in the Annual Report on Form 10-K~~Heaven ~~for~~to ~~the~~distributors, ~~year ended December 31~~retailers, ~~2013 filed with the Securities~~ and ~~Exchange Commission~~end-users.

The ~~preparation~~Company ofhas ~~financial statements~~two inwholly ~~conformity~~owned ~~with~~subsidiaries ~~GAAP~~as ~~requires~~follows: 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 period. Actual results could differ from these estimates.

~~The~~• ~~interim~~Pacific ~~results~~Cedar ~~reflected~~Supply, ~~in the~~Ltd. ~~unaudited~~(Yantai, ~~condensed~~China) ~~financial~~– ~~statements~~Provides ~~are~~designing ~~not~~and ~~necessarily~~manufacturing ~~indicative~~ of ~~the~~ ~~results~~Infra-Red ~~that~~Home ~~may~~Saunas; beand ~~expected~~• ~~for~~Pacific ~~other~~Cedar ~~interim~~Supply, ~~periods~~Inc. or(Yantai, ~~for~~China) ~~the~~– ~~full year~~Provides designing and manufacturing of specialty wood of Western Canadian Red Cedar and other wood type products.

2.Reverse ~~Recent Accounting Developments~~Merger

InOn May 21, 2014, ~~the~~Dardanos ~~Financial Accounting~~filed ~~Standards~~Articles ~~Board~~of ~~(the~~Merger ~~FASB)~~and ~~issued~~Plan ~~Accounting Standards Update (ASU)~~of ~~No.~~Merger ~~2014-09, (ASU 2014-09), "Revenue from Contracts~~ with ~~Customers."~~the ~~The objective~~Secretary of ~~ASU~~State ~~2014-09~~of isDelaware to ~~establish~~merge awith ~~single~~the ~~comprehensive~~Company ~~model for~~and ~~entities~~change todomicile ~~use in accounting for revenue arising~~ from ~~contracts~~Delaware ~~with~~to ~~customers and~~California ~~will~~by ~~supersede~~means ~~most~~ of ~~the~~a ~~existing~~merger ~~revenue~~with ~~recognition~~and ~~guidance,~~into ~~including~~a ~~industry-specific~~California ~~guidance~~corporation. The ~~core~~Articles ~~principle~~ of ~~ASU~~Incorporation ~~2014-09~~and isBylaws ~~that~~of ~~an entity~~the ~~recognizes~~California ~~revenue~~Corporation toare ~~depict~~ the ~~transfer~~Articles of ~~promised~~Incorporation ~~goods~~and orBylaws ~~services~~of tothe ~~customers~~surviving incorporation. anSuch ~~amount~~Articles ~~that~~of ~~reflects~~Incorporation ~~the~~maintained ~~consideration to which~~ the ~~entity~~Company’s ~~expects~~corporate toname beof ~~entitled~~PLH inProducts, ~~exchange for those goods or services~~Inc. Inand ~~applying~~modified the ~~new~~ ~~guidance, an entity will (1) identify the contract(~~Company’s) ~~with~~capital structure ato ~~customer;~~allow ~~(2) identify~~for the ~~performance~~issuance ~~obligations~~of inup ~~the~~to ~~contract;~~500,000,000 ~~(3)~~shares ~~determine~~of ~~the~~$0.0001 par ~~transaction~~value ~~price;~~common ~~(4)~~stock ~~allocate~~and ~~the~~up ~~transaction price~~ to ~~the~~20,000,000 ~~contract's performance~~shares ~~obligations;~~of ~~and~~$0.0001 ~~(5)~~par ~~recognize~~value ~~revenue~~preferred stock. ~~when~~Although ~~(or as)~~ the ~~entity satisfies~~merger adocuments ~~performance~~were ~~obligation.~~filed ~~ASU~~in ~~2014-09~~Delaware ~~applies~~on toMay ~~all~~21, ~~contracts~~2014, ~~with~~the ~~customers~~Secretary ~~except~~of ~~those~~State ~~that~~of ~~are~~Delaware ~~within~~required ~~the~~completion ~~scope~~ of ~~other~~certain ~~topics~~documents in ~~the FASB~~order ~~Accounting~~to ~~Standards~~issue ~~Codification.~~a ~~The~~tax ~~new~~clearance ~~guidance~~certificate isto ~~effective~~complete ~~for~~the ~~annual reporting~~merger. ~~periods~~The ~~(including~~required ~~interim~~tax clearance ~~periods~~was ~~within~~not ~~those~~issued ~~periods)~~until ~~beginning after~~June ~~December 15~~10, ~~2016~~2014 ~~for~~which ~~public~~formally ~~companies.~~completed ~~Early~~the domicile ~~adoption~~relocation isto ~~not permitted~~California.

6 The acquisition was accounted for as a “reverse merger” and recapitalization since the stockholder of PLH Products, Inc. and Subsidiaries owned all of the outstanding shares of the common stock immediately following the completion of the transaction, the stockholders of PLH Products, Inc. and Subsidiaries have the significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and PLH Products, Inc. and Subsidiaries’ senior management will dominate the management of the combined entity immediately following the completion of the transaction in accordance with the provision of ASC 805, “Business Combinations”. Accordingly, PLH Products, Inc. and Subsidiaries will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of PLH Products, Inc. and Subsidiaries. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of PLH Products, Inc. and Subsidiaries and are recorded at the historical cost basis of PLH Products, Inc. and Subsidiaries. Dardanos’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of PLH Products, Inc. and Subsidiaries after consummation of the acquisition.

~~Entities~~As ~~have~~a ~~the~~result ~~option~~ of ~~using~~reverser ~~either~~merger, athe ~~full retrospective or modified approach to adopt ASU 2014-09. The~~ Company isissued ~~currently evaluating~~additional ~~the~~shares ~~new~~due ~~guidance~~to ~~and~~stock ~~has~~split ~~not~~to ~~determined~~existing ~~the~~shareholders. ~~impact~~As ~~this~~a ~~standard~~result ~~may~~of ~~have~~stock ~~on its~~split, ~~financial statements nor decided upon~~ the ~~planned method of adoption. While the~~ Company isretrospectively ~~still~~restated ~~evaluating~~previous ~~the~~period ~~impact,~~as itan ~~expects the accounting for its~~equivalent ~~frequent flier program and certain ancillary fees to change~~charge.

~~Note~~Basis 3of ~~- Going Concern Uncertainty~~ Presentation

~~N/A~~The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, which is based on the accrual method of accounting. The consolidated financial statements include the accounts of wholly owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

~~Note~~The 4accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its 100% owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q ~~Summary~~and Rule 10-01 of ~~Significant~~Regulation ~~Accounting~~S-X. ~~Policies~~Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 28, 2014 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented.

1.The ~~Cash~~operating results and cash ~~equivalents~~flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

~~For~~NOTE ~~Statement~~2 of– ~~Cash~~SUMMARY ~~Flows~~OF ~~purposes, the~~SIGNIFICANT ~~Company~~ACCOUNTING ~~considers~~POLICIES ~~all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.~~

2.Use ~~Income~~of ~~Taxes~~Estimates

The ~~Company~~preparation ~~files~~of ~~income~~consolidated ~~tax~~financial ~~returns~~statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~may~~assumptions ~~file,~~that asaffect ~~applicable~~the reported amounts of assets and ~~appropriate,~~liabilities and disclosure of contingent assets ~~various~~and ~~state(s)~~liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

~~The~~Revenue Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.Recognition

3The Company recognizes revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. Customer ~~Earnings~~payments ~~(loss)~~received ~~per~~prior ~~share~~to the recognition of revenue are recorded as advance from customers.

~~Basic~~Advertising earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.Expense

~~Common~~Costs ~~stock~~associated ~~equivalents~~with ~~represent~~advertising ~~the dilutive~~and ~~effect~~promotions ofare ~~the~~expensed as ~~assumed~~incurred. ~~exercise~~Advertising ofand ~~the~~promotion ~~outstanding~~expense ~~stock~~amounted ~~options~~to ~~and warrants~~$6,336 ~~using~~and ~~the treasury stock method~~$7,937 ~~at either~~ for the ~~beginning~~three ofmonths ~~the respective~~ended ~~period~~March ~~presented or the date of issuance~~31, ~~whichever~~2015 isand ~~later~~2014, ~~and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date~~respectively.

AsShipping ~~September~~and ~~30,~~Handling ~~2014 there were no outstanding warrants.~~Costs

4The Company records all charges for outbound shipping and handling as revenue. ~~Pending~~All outbound shipping and~~/or~~ ~~New~~handling ~~Accounting~~costs ~~Pronouncements~~are included in selling, general, and administrative expenses. The Company incurred $161,534 and $132,926 of outbound shipping and handling costs for the three months ended March 31, 2015 and 2014, respectively.

~~The~~Accounts ~~Company~~Receivable is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company’s financial position or results of operations.

7 Accounts receivable are carried at original invoice amount less the allowance for doubtful accounts based on a review of all outstanding amounts at year end. Management determines the allowance for doubtful accounts based on a combination of write-off history, aging analysis, and any specific known troubled accounts. Trade receivables are written off when deemed uncollectible.

~~Note 5 - Fair Value of Financial Instruments~~ Inventories

~~The~~Inventories ~~carrying~~include ~~amount~~finished ~~of cash~~goods, ~~accounts receivable~~work-in-process, ~~accounts~~and raw ~~payable~~materials and ~~notes~~are ~~payable,~~stated asat ~~applicable,~~the ~~approximates~~lower ~~fair~~of ~~value~~cost ~~due~~or tomarket, cost being determined on the weighted average costing method which approximates actual cost. The ~~short~~Company ~~term~~maintains ~~nature~~an ofallowance ~~these~~for ~~items~~potentially excess and~~/or~~ ~~the~~obsolete ~~current~~inventories and ~~interest~~inventories ~~rates~~that ~~payable~~are ~~in relation~~carried toat ~~current~~costs ~~market~~that ~~conditions~~are higher than their estimated net realizable values.

~~Interest~~Property, ~~rate~~Plant ~~risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt~~ and is ~~fully~~Equipment ~~dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.~~

~~Financial~~Property, ~~risk~~plant isand ~~the~~equipment ~~risk~~are ~~that~~recorded ~~the~~at ~~Company’s~~cost. ~~earnings are~~Maintenance ~~subject~~and torepairs ~~fluctuations~~are incharged ~~interest~~to ~~rates~~expense oras ~~foreign~~incurred. ~~exchange~~Depreciation ~~rates~~ and ~~are~~amortization ~~fully~~are ~~dependent~~provided ~~upon~~using the ~~volatility~~straight-line ofmethod ~~these~~over ~~rates.~~the ~~The~~following ~~company~~estimated ~~does not use~~useful ~~derivative instruments to moderate its exposure to financial risk, if any.~~lives:

Note 6 - Note Payable to controlling shareholder

	Building	39 years
	Furniture and fixtures	5-8 years
	Machinery and equipment	4-5 years
	Vehicles	4-5 years

~~N/A~~Leasehold improvements are amortized over the lesser of the useful lives of the improvements, the related lease term, or the life of the building.

~~Note~~Intangible 7Assets ~~- Income Taxes~~

~~The~~Intangible ~~components~~assets ofare ~~income~~recorded ~~tax~~at ~~(benefit)~~cost ~~expense~~and ~~for~~are ~~each~~amortized ~~of the~~over ~~three~~their ~~months~~useful ~~ended~~lives ~~September~~as ~~30,~~follows: ~~2014 and 2013 are described above.~~

Note 8 - Equity

	Land usage rights	50 years
	Trademark usage rights	10 years
	Software licenses	4-10 years

~~The~~Warranties Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001. Each share has one vote. As of September 30, 2014 the Company has 32,095,000 shares issued and outstanding compared to June 30, 2014 as additional 705,000 shares were issued to existing share holders.

~~Note~~We 9provide -a ~~Stock~~warranty ~~Warrants~~for one year which is covered by our vendors and manufacturers under purchase agreements between the Company and the vendors. In general, these products are shipped directly from our vendors to our customers. As a result, we believe we do not have any net warranty exposure and do not accrue any warranty expenses. Historically, the Company has not experienced any material net warranty expenditures.

AsForeign atCurrency ~~September~~Translation ~~30, 2014 and December 31, 2013 and, there is no outstanding balance of stock warrants.~~

~~Note~~The 10Company translates the assets and liabilities of its non-U.S. ~~Subsequent~~functional ~~Events~~currency subsidiaries into dollars at the current rates of exchange in effect at the end of the reporting period. Revenues and expenses are translated at average current rates during the reporting period. Translation adjustments are included in accumulated other comprehensive income as a separate component of stockholders’ equity.

~~Management~~Concentrations ~~has evaluated all activity~~ of ~~the~~Credit ~~Company~~Risk ~~through the issue date of the financial statements~~ and ~~concluded~~Risk ~~that no subsequent~~Factors ~~events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.~~

~~ITEM~~The 2Company maintains its cash and cash equivalents with various major financial institutions. ~~MANAGEMENT’S~~At ~~DISCUSSION~~times, ~~AND~~cash ~~ANALYSIS~~and OFcash ~~FINANCIAL~~equivalents ~~CONDITION~~may ~~AND~~be in ~~RESULTS~~excess OFof ~~OPERATIONS~~federally insured limits. The Company maintains two cash accounts located in Southern California. All funds in a non-interest bearing transaction account are insured in full by the Federal Deposit Insurance Corporation (FDIC) from December 31, 2010 through December 31, 2012. This temporary unlimited coverage is in addition to, and separate from, the coverage of at least $250,000 available to depositors under the FDIC's general deposit insurance rules. Beginning January 01, 2013, the Federal Deposit Insurance Corporation (FDIC) will no longer provide unlimited deposit coverage to funds in a non-interest bearing transaction account. The standard insurance amount is $250,000 per deposits under the FDIC's general deposit insurance rules. At March 31, 2015 and December 31, 2014, the Company did not have uninsured cash balance.

~~Management’s~~Financial ~~Discussion~~instruments ~~and~~that ~~Analysis~~potentially subject the Company to concentrations of ~~Financial~~credit ~~Condition~~risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and ~~Results~~monitoring procedures. The Company routinely assesses the financial strength of ~~Operations~~its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for un-collectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

~~(1)~~The ~~Caution~~Company ~~Regarding~~does ~~Forward-Looking~~not ~~Information~~have any concentrations of customers or vendors as of the year end. The Company provides credit to customers in the normal course of business. Collateral is not required for trade receivables, but evaluations of customer’s credit and financial conditions are performed periodically. The Company has not experienced any significant bad debt expense from customers.

~~Certain~~Fair ~~statements~~Value ~~contained in this annual filing, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words~~ of ~~similar~~Financial ~~import,~~Instruments constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

~~Such~~The ~~factors~~fair ~~include,~~values ~~among~~of ~~others,~~ the ~~following: international,~~Company’s ~~national~~trade ~~and~~accounts ~~local general economic and market conditions:~~receivable, ~~demographic~~income ~~changes;~~taxes ~~the~~receivable/payable, ~~ability~~accounts ~~of the Company to sustain~~payable, ~~manage~~accrued orexpenses ~~forecast~~and other ~~its~~current ~~growth;~~liabilities ~~the~~approximate ~~ability~~their ofcarrying ~~the~~values ~~Company~~due to ~~successfully~~the ~~make and integrate~~relatively ~~expansion;~~short ~~existing~~maturities ~~government~~of ~~regulations~~these ~~and~~instruments. ~~changes~~The ~~in,~~carrying orvalue of the ~~failure~~Company’s toshort ~~comply~~and ~~with,~~long ~~government~~term ~~regulations;~~debt ~~adverse~~approximates ~~publicity;~~fair ~~competition; fluctuations~~value ~~and~~based ~~difficulty~~on inmanagement’s ~~forecasting~~best ~~operating~~estimate of ~~results;~~the ~~changes~~interest ~~in business~~rates ~~strategy~~that orwould ~~development~~be ~~plans;~~available ~~business~~for ~~disruptions;~~similar ~~the~~debt ~~ability to~~obligations ~~attract~~having ~~and~~similar ~~retain~~terms ~~qualified~~at ~~personnel;~~the ~~and~~balance ~~other~~sheet ~~factors referenced in this and previous filings~~date.

8 Impairment of Long-Lived Assets

~~Given~~The ~~these~~Company, ~~uncertainties~~in accordance with ASC 360, ~~readers~~Property, ofPlant, ~~this~~and Equipment, ~~Form~~reviews 10for impairment of long-Qlived assets and certain identifiable ~~investors~~intangibles ~~are~~whenever ~~cautioned~~events or changes in circumstances indicate that the carrying amount of the asset may not tobe ~~place~~recoverable. ~~undue~~An ~~reliance~~impairment onloss ~~such~~would ~~forward-looking~~be ~~statements.~~recognized ~~The~~when ~~Company~~estimated ~~disclaims~~undiscounted ~~any~~future ~~obligation~~cash flows expected to ~~update~~result ~~any~~from the ~~such~~use ~~factors~~of orthe asset and its eventual disposition is less than its carrying toamount. ~~publicly~~No ~~announce~~such impairment indicators were identified by the ~~result~~Company ofand ~~any~~no impairment ~~revisions~~losses towere ~~any~~recorded ofby the ~~forward-looking statements~~Company ~~contained~~during ~~herein~~the tothree ~~reflect~~months ~~future~~ended March ~~events~~31, or2015 ~~developments~~and 2014.

~~(2)~~Income ~~Executive~~Taxes ~~Summary~~

~~For~~The ~~the~~Company ~~third~~follows ~~quarter~~ASC of740, ~~2014~~Income Taxes, wewhich requires the ~~achieved~~recognition aof ~~3.4%~~deferred ~~operating~~tax ~~margin,~~assets aand ~~decrease~~liabilities for the expected future tax consequences of ~~4.38%~~events ~~points~~that ~~compared~~have tobeen included in the ~~prior~~ ~~year~~financial ~~period~~statements or tax returns. WeUnder ~~generated~~this ~~pre-tax~~method, deferred income oftaxes ~~$242,680~~are ~~and~~recognized ~~net~~for ~~income~~the oftax ~~$239,226~~consequences onin ~~operating~~future ~~revenues~~years of ~~$6.982~~differences ~~million.~~between ~~For~~ the ~~third~~tax ~~quarter~~bases of ~~2013,~~assets and weliabilities ~~generated~~and ~~pre-~~their financial reporting amounts at each period end based on enacted tax ~~income~~laws ofand ~~$689~~statutory tax rates,~~577~~ ~~and~~applicable ~~net~~to the periods in which the differences are expected to affect taxable income. ofValuation ~~$689~~allowances are established,~~495~~ onwhen ~~operating~~necessary, to reduce deferred tax assets to the amount ~~revenues~~expected ofto ~~$8.861~~be ~~million~~realized.

~~For~~The ~~the~~Company ~~nine~~adopted ~~months~~ASC ~~ended~~740-10-25 on January 1, 2009, which ~~September~~provides 30criteria for the recognition, ~~2014~~measurement, wepresentation ~~achieved~~and adisclosure of 2uncertain tax position.~~75%~~ ~~operating~~The ~~margin,~~Company must recognize the tax benefit from an uncertain ~~increase~~tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of 1the position.2 The tax benefits recognized in the financial ~~points~~statements ~~compared~~from tosuch a position are measured based on the ~~prior~~largest ~~year~~benefit ~~period.~~that has Wea ~~generated~~greater ~~pre-tax~~than ~~income~~50% likelihood of being realized upon ultimate resolution. The Company recognized $~~658~~240,~~162~~000 ~~and~~of ~~net~~additional ~~income~~liabilities for uncertain tax positions as a result of ~~$606,332~~the onimplementation ~~operating~~of ~~revenues~~ASC 740-10-25 which resulted in a retained earnings adjustment as of ~~$23.9~~March ~~million~~31, 2015 and December 31, 2014, respectively.

~~For~~Segment ~~the~~Reporting ~~nine months ended September 30, 2013, we generated pre-tax income of $391,476 and net income of $330,979 on operating revenues of $25.27 million.~~

~~Decrease~~Accounting inStandards ~~Sales~~Codification ~~during~~(“ASC”) ~~summer are~~Topic ~~usually~~280, ~~lower~~“Segment Reporting,” ~~than~~requires ~~other~~public ~~seasons.~~companies Into ~~the~~report ~~third~~financial ~~quarter~~and ~~of 2014, high level~~descriptive ofinformation ~~inventory~~about intheir ~~Europe~~reportable ~~because~~operating ofsegments. ~~unusually~~The ~~warmer~~Company ~~winter and spring in early~~identifies ~~2014.~~operating ~~The~~segments ~~company~~based ison ~~projecting~~how ~~that~~management ~~the~~internally ~~sales~~evaluates ~~will~~separate financial ~~reach~~information, upbusiness toactivities ~~approximately $32MM~~and bymanagement ~~FYE 12/31/14~~responsibility. Accordingly, ~~slightly~~the ~~less~~Company ~~than~~has ~~$33MM~~one ~~sales~~reportable insegment, ~~2013~~consisting ~~due~~of tothe ~~such~~sauna and ~~condition~~wood inrelated ~~Europe~~businesses.

~~(3)~~The ~~Operating~~Company ~~Expenses~~generates revenues from four geographic areas, consisting of the United States, Europe, and Asia. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area:

Operating expenses decreased $439,613, or 10.0%, to $4.38 million for the third quarter of 2014 compared to $4.82 million for the third quarter of 2013, primarily due to tighter control and monitoring on the expenses and reducing numbers of unprofitable trade shows, which took great part of it.

		*March 31,*		*March 31,*
*Three Months Ended*		*2015*		*2014*

Net sales:
United States	$	4,386,587	$	4,225,846
Europe		1,785,762		3,144,282
Asia		4,016,732		4,169,578

Total net sales	$	10,189,081	$	11,539,706

It is anticipated that future expenditure levels will remain in line for the rest of 2014 until such time that the Company seeks to expand its market share, which it is anticipated that the Company’s expenses will increase significantly.

		*March 31,*		*December 31,*
*As of*		*2015*		*2014*

Long-lived assets, net:
United States	$	3,149,504	$	2,957,593
Europe		-		-
Asia		6,731,877		7,056,236

Total long-lived assets, net	$	9,881,381	$	10,013,829

~~(4)~~Recently ~~Liquidity~~issued ~~and~~accounting ~~Capital Resources~~ pronouncements

~~Since~~In ~~our~~May ~~inception~~2014, ~~our~~the ~~operations~~Financial ~~have~~Accounting ~~been~~Standards ~~primarily~~Board ~~financed~~(“FASB”) ~~through~~issued ~~private~~Accounting ~~sales~~Standards ofUpdate ~~our~~(“ASU”) ~~equity~~No. ~~credit~~2014-09, ~~facilities~~Revenue from ~~financial~~Contracts ~~institutions.~~with WeCustomers ~~have~~(Topic ~~devoted~~606), ~~our~~which ~~resources~~includes toamendments ~~funding~~that ~~the~~create ~~sales~~Topic 606 and supersede ~~development~~the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of ~~our~~the ~~products~~Codification. WeIn ~~have~~addition, ~~not~~the ~~incurred~~amendments supersede ~~any~~the ~~operating~~cost ~~losses~~guidance in ~~most~~Subtopic ~~years~~605-35, ~~since~~Revenue ~~our~~Recognition—Construction-Type ~~inception~~and Production-Type Contracts, and wecreate ~~expect~~new Subtopic to340-40, ~~continue~~Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that ~~positive~~an ~~trend~~entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. On April 1, 2015, the FASB tentatively decided to defer for one year the effective date of ASU No. 2014-09, while also tentatively deciding to permit early application. If these changes are adopted, then ASU No. 2014-09 will become effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017, with early application permitted as of the original effective date in ASU 2014-09 (i.e., annual reporting periods beginning after December 15, 2016). The Company is evaluating the future impact of the issuance of ASU No. 2014-09, as well as the tentative decisions reached by the FASB.

AsIn ofApril ~~September 30~~2015, ~~2014,~~the weFASB ~~had~~issued ~~$220,103~~ASU ofNo. ~~cash and cash equivalent~~2015-03, Interest—Imputation ~~plus account receivables~~ of ~~$5,223,769~~Interest ~~compared~~(Subtopic to835-30) ~~December~~– ~~31, 2013,~~Simplifying wethe ~~had $204,163~~ Presentation of ~~cash~~Debt ~~and~~Issuance ~~cash equivalents plus account receivables of $6~~Costs,~~480,588.~~ Wewhich ~~believe~~requires that ~~our~~debt ~~existing~~issuance ~~capital resources,~~costs ~~together~~related ~~with interest thereon, will be sufficient~~ to ~~continue~~a ~~meeting~~recognized ~~our~~debt ~~projected~~liability ~~operating~~be ~~requirements~~presented ~~for~~in atthe ~~least~~balance ~~the~~sheet ~~next~~as 12a ~~months,~~direct ~~however,~~deduction wefrom ~~will~~the ~~need~~carrying toamount ~~raise~~of ~~additional~~that ~~capital~~debt ~~for~~liability, ~~expansion~~consistent aswith ~~demand for~~debt ~~our products increases~~discounts. ~~Based~~This onASU ~~our~~requires ~~expansion~~retrospective ~~plan,~~adoption weand ~~will~~is ~~need~~effective ~~additional~~for fiscal ~~funds~~years tobeginning ~~meet~~after ~~the~~December ~~increase~~15, in2015, ~~operational needs~~ and ~~capital~~interim ~~requirements~~periods ~~for product~~within ~~development~~those ~~and commercialization~~fiscal years. ~~Our~~Early ~~current~~adoption ~~credit~~is ~~facility~~permitted. ~~may~~When ~~be sufficient~~adopted, ~~however,~~ASU ~~the~~No. ~~cost~~2015-03 is ~~too~~not expected ~~high in order~~ to ~~maintain~~have ~~year~~a ~~after~~material ~~year profitability~~impact ~~without~~on ~~be interrupted by~~ the ~~expansion~~Company’s ~~plan.~~consolidated financial statements.

~~The~~There ~~accompanying~~have ~~financial~~been ~~statements~~no ~~for~~other ~~the~~recently ~~nine~~issued ~~months~~accounting ~~ended~~updates ~~September~~that ~~30,~~had ~~2014~~a ~~and~~material ~~twelve~~impact ~~months ended December 31, 2013 have been prepared~~ on ~~a basis that contemplates~~ the ~~realization~~Company’s ofInterim ~~assets~~Financial ~~and the satisfaction of liabilities and commitments in the normal course of business~~Statements.

~~(5)~~NOTE ~~Critical~~3 ~~Accounting~~– ~~Policies~~INVENTORIES

9 Inventories consisted of the following:

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

		*March 31,*		*December 31,*
*As of*		*2015*		*2014*

Raw materials	$	7,815,999	$	8,180,938
Work-in-progress		5,489,714		7,186,242
Finished goods		8,324,916		7,140,012

Total inventories	$	21,630,629	$	22,507,192

~~Our~~NOTE ~~significant accounting policies are summarized in Note~~ 4 ~~of our~~– ~~financial statements. While all these significant accounting policies impact our financial condition and results of operations~~PROPERTY, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstancesPLANT, itAND isEQUIPMENT unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

~~(7)~~Property, ~~Effect~~plant ofand ~~Climate~~equipment ~~Change~~consisted ~~Legislation~~of the following:

The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant. Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.

		*March 31,*			*December 31,*
*As of*		*2015*			*2014*

Land	$	1,777,116		$	1,777,116
Building		8,197,271			8,197,271
Furniture and fixtures		184,630			184,630
Machinery and equipment		4,535,510			4,453,992
Vehicles		1,361,358			1,361,358
Leasehold improvements		61,142			61,142

Total property, plant and equipment		16,117,027			16,035,509
Less – accumulated depreciation and amortization		(7,454,425	)		(7,288,234	)

Total property, plant and equipment, net	$	8,662,602		$	8,747,275

~~(8)~~Depreciation ~~Other~~and ~~Contractual~~amortization ~~Obligations~~expense on property, plant and equipment amounted to $166,191 and $109,367 for the three months ended March 31, 2015 and March 31, 2014, respectively.

AsNOTE of5 ~~June~~– ~~30,~~INTANGIBLE ~~2014,~~ASSETS ~~we do not have any new contractual obligations.~~

~~(9)~~Intangible ~~Off-Balance~~assets ~~Sheet~~consisted ~~Arrangements~~of the following:

We have no off-balance sheet arrangements.

		*March 31,*			*December 31,*
*As of*		*2015*			*2014*

Land use rights	$	1,280,384		$	1,280,384
Trademark usage rights		303,456			303,456
Software license		53,332			48,556

Total intangible assets		1,637,172			1,632,396
Less – accumulated amortization		(510,172	)		(490,117	)

Intangible assets, net	$	1,127,000		$	1,142,279

~~(10)~~For ~~Recently~~the ~~Issued~~three ~~Accounting~~months ~~Pronouncements~~ended March 31, 2015 and 2014, amortization expense was $20,055 and $11,184, respectively. Estimated future intangible amortization as of March 31, 2015 for each of the next five years is as follows:

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.

Years ending December 31,		Amount
2015	$	63,425
2016		43,306
2017		31,210
2018		31,210
2019		31,210
Thereafter		926,639

Total	$	1,127,000

~~Item~~NOTE 36 -– ~~Quantitative~~LINE ~~and~~OF ~~Qualitative~~CREDIT ~~Disclosures About Market Risk~~

InThe ~~future~~Company ~~periods,~~retains ~~the~~a revolving line of credit with a financial institution. The Company ~~may~~renewed ~~become~~its ~~subject~~revolving toline ~~certain~~of credit with a financial ~~market~~institution ~~risks~~on November 21, ~~including~~2014. ~~changes~~The inline ~~interest~~of ~~rates~~credit ~~and~~has ~~currency~~a ~~exchange~~maximum ~~rates.~~outstanding aggregate loan balance not to exceed $3,250,000. At March 31, 2015, the ~~present~~line ~~time~~of credit provides for variable interest based on the bank’s prime rate plus 0.75%, payable monthly, with a maturity date of December 1, 2015. Borrowings under the line of credit are collateralized by the Company’s ~~has~~inventories noand ~~identified~~equipment. The ~~exposure~~Company had unused line of credit of $800,000 and ~~does~~outstanding ~~not~~balance of ~~undertake~~$2,450,000 as of March 31, 2015. The Company did not have any ~~specific~~standby ~~actions~~letters toof credit ~~limit~~as ~~exposures~~of March 31, if2015. ~~any~~Total interest expense was $40,689 and $22,166 for the three months ended March 31, 2015 and 2014, respectively.

~~Item~~The 4Company -is ~~Controls~~required to comply with certain financial covenants under the line of credit agreement. The Company was in compliance as of March 31, 2015 and ~~Procedures~~December 31, 2014 respectively.

~~Disclosure~~NOTE ~~Controls~~7 ~~and~~– Procedures. Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13aSHORT-15TERM ~~promulgated~~BORROWINGS under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure.

		*March 31,*		*December 31,*
*As of*		*2015*		*2014*

The short-term loan agreement is renewed annually each October 31^stof the year. Monthly interest only payable to a bank with unpaid interest and principal payable at a maturity date of October 30, 2015, secured by building and land use right of Pacific Cedar Supplies, Ltd., interest rate at 115% of bench mark rate of 5 years and above (7.07% and 7.07% at March 31, 2015 and December 31, 2014).	$	3,746,407	$	3,730,328

The short-term loan agreement is renewed annually each May 31^stof the year. Monthly interest only payable to a bank with maturity date of May 30, 2015, secured by substantially all of the assets of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 5.7% (5.94% and 5.94% and at March 31, 2015 and December 31, 2014, respectively).		674,600		626,046

The short-term loan agreement is renewed annually each August 12^thof the year with an upper limit amount to $2,000,000 with maturity date of August 8, 2015, secured by trade accounts receivable of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 6.0% (6.24% and 6.24% and at March 31, 2015 and December 31, 2014, respectively).		963,131		894,353

The short-term loan agreement is renewed annually each November 29^thof the year with an upper limit amount to $1,400,000 with maturity date of November 28, 2015, secured by substantially all of the assets of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 5.5% (5.74% and 5.74% and at March 31, 2015 and December 31, 2014, respectively).		1,498,483		1,391,217

Non-interest bearing borrowings due on demand		-		-

Total short-term borrowings	$	6,882,621	$	6,641,944

~~Based~~Total ~~upon~~interest ~~that~~expense ~~evaluation,~~under ~~our~~short-term ~~Certifying~~borrowings ~~Officer~~was ~~concluded that as of such date~~$107, ~~our disclosure controls and procedures were effective to~~555 ~~ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized~~ and ~~reported within the time periods specified by the SEC due to a weakness in our controls more fully disclosed in our Annual Report on Form 10-K. However~~$137,264 ~~our~~for ~~Certifying Officer believes that~~ the ~~financial statements~~three ~~included~~months inended ~~this~~March ~~report fairly present~~31, in2015 ~~all material respects, our financial condition, results of operations~~ and ~~cash~~2014 ~~flows for the respective periods presented~~respectively.

~~Changes~~NOTE in8 ~~Internal~~– ~~Control~~MORTGAGE ~~over~~AND ~~Financial~~TERM ~~Reporting. There~~LOANS was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain efficient or until such time as the Company completes a major transaction or acquisition of an operating business at which time management will be able to implement new controls and procedures.

~~PART~~Mortgage IIand ~~OTHER~~term ~~INFORMATION~~loans consisted of the following:

Item 1 - Legal Proceedings None

		*March 31,*			*December 31,*
*As of*		*2015*			*2014*

Note payable on a monthly basis (principal and interest) to a bank under a mortgage loan agreement dated November 21, 2013 with maturity date of November 21, 2020, secured by the Company’s building and land, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% and 4.00% at March 31, 2015 and December 31, 2014, respectively).	$	3,247,923		$	3,268,725

The term loan agreement mentioned above was refinanced on November 21, 2013. Under the refinanced term loan agreement, note payable on a monthly basis (principal and interest) to a bank with maturity date of November 21, 2020, secured by substantially all of the assets of the Company, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% and 4.00% at March 31, 2015 and December 31, 2014, respectively).		1,467,285			1,525,029

Total mortgage and term loans		4,715,208			4,793,754
Less – long term portion		(4,487,755	)		(4,487,655	)

Current portion of mortgage and term loans	$	227,453		$	306,099

~~Item~~Total 1Ainterest -expense ~~Risk~~under ~~Factors~~mortgage and term loans was $47,699 and $50,746 for the three months ended March 31, 2015 and 2014, respectively. The aggregate future payments under the bank loan payable are as follows:

We are a smaller reporting company as defined by Reg. 240.12b -2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Years ending December 31,		Amount

2015	$	227,453
2016		328,752
2017		342,739
2018		356,900
2019		371,647
Thereafter		3,087,717

Total	$	4,715,208

~~Item~~The 2Company -is ~~Sales~~required ofto ~~Unregistered~~comply ~~Equity~~with ~~Securities~~certain financial covenants under the mortgage and ~~Use~~term ofloan agreements. The Company was in ~~Proceeds~~compliance as of March 31, 2015 and December 31, 2014.

~~None~~NOTE 9 – INCOME TAXES

~~Item~~The 3provision -(benefit) ~~Defaults~~for ~~upon~~income ~~Senior~~taxes ~~Securities~~consisted of the following:

None

		*March 31,*		*March 31,*
*Three Months Ended*		*2015*		*2014*
Current:
Federal	$	70,720	$	61,271
State		20,170		17,475
Foreign		1,109		22,576
Total		91,999		101,322

Deferred:
Federal		-		-
State		-		-
Total		91,999		101,322

Provision for income taxes	$	91,999	$	101,322

~~Item~~The 4.Company’s ~~CONTROLS~~deferred ~~AND~~income ~~PROCEDURES~~tax (liability) asset consisted of the following:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

		*March 31,*		*December 31,*
*As of*		*2015*		*2014*
Current deferred income tax (liabilities) assets:
Depreciation and amortization	$	43,608	$	43,608
Total	$	43,608	$	43,608

InOn ~~accordance~~January ~~with~~1, ~~SEC rules~~2009, ~~an evaluation was performed under~~ the ~~supervision~~Company ~~and~~adopted ~~with~~ the ~~participation~~provision of ~~our~~ASC ~~Chief~~740 ~~Executive~~related ~~Officer~~to ~~and~~accounting ~~Chief~~for ~~Financial~~uncertain ~~Officer~~tax ofpositions. ~~the~~It ~~effectiveness,~~requires asthat ofthe ~~September~~Company 30recognize ~~2014, of~~ the ~~Company’s~~impact ~~disclosure~~of ~~controls~~a ~~and~~tax ~~procedures~~position ~~(as defined~~ in ~~Rule 13a-15(e) under~~ the ~~Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, the~~ Company’s ~~disclosure controls and procedures were~~financial ~~effective~~statement toif ~~provide~~the ~~reasonable~~position ~~assurance~~is ~~that~~more ~~information~~likely ~~required~~than tonot ~~be disclosed~~of inbeing ~~our~~sustained ~~reports that we file under the Exchange Act is recorded,~~upon ~~processed,~~examination ~~summarized~~on ~~and reported within~~ the ~~time~~technical ~~periods~~merits ~~specified~~of in the ~~SEC’s~~ ~~rules~~position. ~~and~~The ~~forms~~adoption ~~and~~of ~~that~~this ~~such information is accumulated and communicated~~new toaccounting ~~management,~~policy ~~including~~resulted ~~our~~in ~~Chief~~a ~~Executive~~retained ~~Officer~~earnings ~~and~~adjustment ~~Chief~~of ~~Financial Officer~~$240,000 toas ~~allow~~of beginning ~~timely~~of ~~decisions~~the ~~regarding required disclosure~~year.

~~There~~The ~~was~~Company's nopractice ~~change~~is into ~~our~~recognize interest and/or ~~internal~~penalties ~~control~~related ~~over~~to ~~financial~~income ~~reporting~~tax ~~that~~matters ~~occurred~~in ~~during~~income ~~the~~tax ~~quarter~~expense. ~~ended~~The Company has ~~September~~not ~~30,~~recognized ~~2014~~any ~~that~~interest ~~has~~on ~~materially~~the ~~affected,~~unrecognized ortax isbenefits ~~reasonably~~as ~~likely~~they are immaterial. Management believes no material change to the amount of unrecognized ~~materially~~tax ~~affect,~~benefits ~~our~~will ~~internal~~occur ~~control~~within ~~over~~the ~~financial~~next ~~reporting~~twelve months.

11 Tax years 2010 and year thereafter are open for tax examination by federal and years 2009 and thereafter are open for state.

~~Item~~NOTE 5.10 ~~OTHER~~– ~~INFORMATION~~COMMITMENT AND CONTINGENCIES

~~None~~The Company leases certain automobiles under operating leases. The future minimum lease payments under these operating leases are as follows as follows:

ITEM 6. EXHIBITS

Years ending December 31,		Amount
2015	$	3,112
Total	$	3,112

~~(a) Exhibits~~The Company is subject to various legal proceedings from time to time as part of its business. As of March 31, 2015, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations.

Exhibit No.		Description of Exhibit
31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

NOTE 11 – SUBSEQUENT EVENTS

~~SIGNATURES~~The Company evaluated all events or transactions that occurred after December 31, 2014 up through the date the financial statements were issued. During these periods, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the three months ended March 31, 2015.

~~Pursuant~~Item to2. ~~the~~Management’s ~~requirements~~Discussion ~~of the~~and ~~Securities~~Analysis ~~Exchange Act~~ of ~~1934,~~Financial ~~the~~Condition ~~Registrant~~and ~~has~~Results ~~duly~~of ~~caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Operations

	PLH PRODUCTS INC.
Dated: November 12, 2014	By:	/s/ WON YONG LEE
		Won Yong Lee
		Chief Financial Officer

Forward-Looking Statements

~~INDEX~~This TOdocument ~~EXHIBITS~~includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, our financial condition, our results of operations, our growth strategy and the business of our company generally. In some cases, you can identify such statements by terminology such as “may,” “could,” “project,” “estimate,” “potential,” “continue,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends” or other such terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, continued or worsening weakness in the consumer spending environment and the U.S. financial and credit markets, fluctuations in consumer holiday spending patterns, breach of data security or other unauthorized disclosure of sensitive personal or confidential information, the competitive environment in the sporting goods industry in general and in our specific market areas, inflation, product availability and growth opportunities, changes in the current market for (or regulation of) firearm-related products, seasonal fluctuations, weather conditions, changes in cost of goods, operating expense fluctuations, lower-than-expected profitability of our e-commerce platform or cannibalization of sales from our existing store base which could occur as a result of operating our e-commerce platform, litigation risks, stockholder campaigns and proxy contests, disruption in product flow, changes in interest rates, credit availability, higher expense associated with sources of credit resulting from uncertainty in financial markets and economic conditions in general. Those and other risks and uncertainties are more fully described in Part II, Item 1A, Risk Factors, in this report and in Part I, Item 1A, Risk Factors, in our Form 10-K and other filings with the United States Securities and Exchange Commission. We caution that the risk factors set forth in this report are not exclusive. In addition, we conduct our business in a highly competitive and rapidly changing environment. Accordingly, new risk factors may arise. It is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We undertake no obligation to revise or update any forward-looking statement that may be made from time to time by us or on our behalf.

Exhibit No.		Description of Exhibits
31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

Overview

12 The following discussion and analysis of the PLH Products, Inc. and Subsidiaries (“we,” “our,” “us”) financial condition and results of operations includes information with respect to our plans and strategies for our business and should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes (“Interim Financial Statements”) included herein and our consolidated financial statements, related notes, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

PLH Products, Inc. and Subsidiaries, established and incorporated on September 2, 1992, a California corporation (collectively the “Company”), manufactures and distributes saunas. The Company’s corporate office is located in Buena Park, California. The Company designs, develops, manufactures, and distributes a wide variety of infrared saunas and cedar product for traditional saunas. The Company distributes a full range of saunas under brand names, Health Mate, Sun Spirit, Healspa, Aroma Steam, and Fin Heaven to distributors, retailers, and end-users.

The Company has two wholly owned subsidiaries as follows:

•	Pacific Cedar Supply, Ltd. (Yantai, China) – Provides designing and manufacturing of Infra-Red Home Saunas; and

•	Pacific Cedar Supply, Inc. (Yantai, China) – Provides designing and manufacturing of specialty wood of Western Canadian Red Cedar and other wood type products.

Results of Operations

The results of the interim periods are not necessarily indicative of results for the entire fiscal year. The following table sets forth selected items from our interim unaudited condensed consolidated statements of operations by dollar and as a percentage of our net sales for the periods indicated:

		Three Months Ended
		March 31, 2015					March 31, 2014

Net sales	$	10,189,081		100.0%		$	11,539,706		100.0%
Cost of sales		7,673,822		75.3			8,715,333		75.5
Gross profit		2,515,259		24.7			2,824,373		24.5
Selling and administrative expense		2,119,491		20.8			2,298,068		19.9
Operating income		395,768		3.9			526,305		4.6
Other income (loss), net		(153,776	)	(1.5	)		(240,799	)	(2.1	)
Income before income taxes		241,992		2.4			285,506		2.5
Income taxes		91,999		0.9			101,322		0.9
Net income	$	149,993		1.5%		$	184,184		1.6%

Net Sales – Net sales decreased by $1,350,625, or 11.7%, to $10,189,081 in the three months ended March 31, 2015 from $11,539,706 in the comparable period last year. The change in net sales reflected the following:

•

Sales in Europe decreased by $1,358,520 to $1,785,762 in the three months ended March 31, 2015 from $3,144,282 in the comparable period last year. The change was primarily attributable to strengthening of the Dollar over the Euro. The exchange rate decreased by 0.2781, or 20.22%, to 1.0971 as of March 31, 2015 from 1.3752 as of period last year. Customers in Europe has been requesting to hold shipment until the exchange rate increases, and the company anticipates that sales volume in Europe will be recovered in 2^ndquarter of fiscal 2015.

Cost of sales – Cost of sales decreased by $1,041,511, or 12.0%, to $7,673,822, or 75.3% of net sales, in the three months ended March 31, 2015 from $8,715,333, or 75.5% of net sales, in the three ended March 31, 2014. The change in cost of sales was primarily attributable to the decreased of sales in Europe.

•

Cost of sales for the sales in Europe decreased by $791,955 to $1,392,360 in the three months ended March 31, 2015 from $2,184,315 in the comparable period last year. The change was primarily attributable to strengthening of the Dollar over the Euro. The exchange rate decreased 30% in 1^stquarter of 2015 compared to the rate in comparable period last year. Customers in Europe has been requesting to delay shipment until the exchange rate increases.

Gross Profit – Gross profit decreased by $309,114, or 10.9%, to $2,515,259, or 24.7% of net sales, in the three months ended March 31, 2015 from $2,824,373, or 24.5% of net sales, in the three ended March 31, 2014. The change in gross profit was due primarily to the decrease of sales in Europe. The gross profit % of net sales in the three months ended March 31, 2015 and in the comparable period last year are consistent.

Selling and Administrative Expense – Selling and administrative expense decreased by $178,577, or 7.8% to $2,119,491, or 20.8% of net sales, in the three months ended March 31, 2015 from 2,298,068, or 19.9% of net sales, in the same period last year. The change in selling and administrative expense was primarily attributable to the following:

•	Business show expense decreased by $186,414, due primarily to increasing of prepayment which was not expensed in three months ended March 31, 2015. The company is participating about 140 of shows for sales in United States a year, and payment for each shows is expensed at the time of participating the show.

•	Administrative expense decreased by $20,825, primarily reflecting lower employee labor and benefit-related expense such as cafeteria expenses in China.

Other Income (Expense) – Interest expense reflected a decrease in average debt levels of $0.62 million to $14.07 million in the first quarter of fiscal 2015 from $14.69 million in the same period last year.

Income Taxes – The provision for income taxes was $91,999 for the three months ended March 31, 2015 compared to the first quarter of fiscal 2014 $101,322. Our effective tax rate was 38.02% for the first quarter of fiscal 2015 compared with 35.49% for the first quarter of fiscal 2014. The increased effective tax rate for the first quarter of fiscal 2015 compared to the same period in fiscal 2014 was primarily due to increasing of pretax income on PLH Products, Inc. in US for the current year.

Liquidity and Capital Resources

Our principal liquidity requirements are for working capital, capital expenditures and cash dividends. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and borrowings from our revolving credit facility. We believe our cash on hand, future cash flows from operations and borrowings from our revolving credit facility will be sufficient to fund our cash requirements for at least the next 12 months.

We ended the first quarter of fiscal 2015 with $6.3 million of cash compared with $5.9 million at the end of the same period in fiscal 2014. Our cash flows from operating, investing and financing activities are summarized as follows:

		Three Months Ended
		March 31,			March 31,
		2015			2014
Net cash provided by (used in):
Operating activities	$	1,879,291		$	(1,816,443	)
Investing activities		(314,625	)		336,095
Financing activities		(981,657	)		446,556
Effect of exchange rate changes on cash		1,161			(9,789	)

Net increase (decrease) in cash	$	584,170		$	(1,043,581	)

Operating Activities. Net cash provided by (used in) operating activities for the three months ended March 31, 2015 and March 31, 2014 was $1,879,143 and $(1,816,443), respectively. In the first quarter of fiscal 2015, net cash was provided primarily to increase of advance from customer and accrued expenses. In the first quarter of fiscal 2014, net cash was used primarily to pay down account payable balance.

Investing Activities. Net cash provided (used in) investing activities for the three months ended March 31, 2015 and March 31, 2014 was $(314,625) and $336,095 respectively. Capital expenditures, excluding non-cash acquisitions, represented all of the cash used in investing activities for each period. The increase primarily reflects increased property and equipment.

Financing Activities. Net cash provided (used in) financing activities for the three months ended March 31, 2015 and March 31, 2014 was $(981,657) and $446,556, respectively. In the first quarter of fiscal 2015, net cash was used primarily to pay down borrowings under our line of credit. In the first quarter of fiscal 2014, net cash was provided primarily to borrow under line of credit.

Off-Balance Sheet Arrangements and Contractual Obligations. Our material off-balance sheet arrangements are operating lease obligations. We excluded these items from the balance sheet in accordance with accounting principles generally accepted in the United States of America.

Operating lease commitments consist principally of leases for our retail store facilities, distribution center and corporate office. These leases frequently include options which permit us to extend the terms beyond the initial fixed lease term. With respect to most of those leases, we intend to renegotiate those leases as they expire.

Our material contractual obligations include operating lease commitments associated with our leased properties and other occupancy expense, capital lease obligations, borrowings under our Credit Facility and other liabilities. Capital lease obligations, which include imputed interest, consist principally of leases for some of our distribution center delivery tractors, management information systems hardware and point-of-sale equipment for our stores. Our Credit Facility debt fluctuates daily depending on operating, investing and financing cash flows. Other occupancy expense includes estimated property maintenance fees and property taxes for our stores, distribution center and corporate headquarters. Other liabilities consist principally of actuarially-determined reserve estimates related to self-insurance liabilities, of which certain self-insurance liabilities are secured by a surety bond, a contractual obligation for the surviving spouse of Robert W. Miller, our co-founder, and asset retirement obligations related to the removal and retirement of leasehold improvements for certain stores upon termination of their leases.

In the ordinary course of business, we enter into arrangements with vendors to purchase merchandise in advance of expected delivery. Because most of these purchase orders do not contain any termination payments or other penalties if cancelled, they are not included as outstanding contractual obligations.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 - Controls and Procedures

Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls more fully disclosed in our Annual Report on Form 10-K. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the three months March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain efficient or until such time as the Company completes a major transaction or acquisition of an operating business at which time management will be able to implement new controls and procedures.

PART II – OTHER INFORMATION

Item 5 – Legal Proceedings

None

Item 6 – Risk Factors

We are a smaller reporting company as defined by Reg. 240.12b -2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7 – Sales of Unregistered Equity Securities and Use of Proceeds

None

Item 8 – Defaults upon Senior Securities

None

Item 9 – Exhibits and Signatures

(a)

Exhibits

Exhibit No.	Description of Exhibit
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

(b)	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.

	PLH PRODUCTS INC.

Dated: May 20, 2015	By:	/s/ WON YONG LEE
		Won Yong Lee
		Chief Financial Officer

Filing Compare · PLH Products, Inc.