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 June 30, 2016 or

 

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _____________ to _____________

 

Commission file number 0-21384

 

INTERNATIONAL PACKAGING AND LOGISTICS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   13-3367421
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

7700 Irvine Center Drive, Suite 870

Irvine, California

(Address of Principal Executive Offices)

 

92608

(Zip Code)

 

(949) 861-3560

(Registrant’s Telephone Number, Including Area Code)

 

______________________________________________

(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.

 

x  Yes        o 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o Accelerated filer o
   
Non-accelerated filer o Smaller reporting company x

 

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

 

o Yes       x No

 

The number of shares outstanding of the Issuer’s common stock as of July 18, 2016 was 8,419,214.

 

 

 

 
 

 

International Packaging and Logistics Group, Inc.,

and Subsidiaries

 

Unaudited Condensed Consolidated Financial Statements

For the three and six months ended

June 30, 2016 and 2015

 

 

 

C O N T E N T S

 

Condensed Consolidated Balance Sheets 3
   
Condensed Consolidated Statements of Operations and Comprehensive Income 4
   
Condensed Consolidated Statements of Cash Flows 6
   
Notes to Condensed Consolidated Financial Statements 7 – 16

 

 

 

 

 

 

 

  2  

 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Condensed Consolidated Balance Sheets

As of June 30, 2016 and December 31, 2015

 

 

  June 30     December 31  
    2016     2015  
  (unaudited)        
Assets            
Current Assets                
Cash   $ 492,545     $ 746,786  
Accounts receivable, net     5,119,275       6,877,827  
Employee Advances     50,000        
Inventory           470,905  
Total Current Assets     5,661,820       8,095,518  
                 
Other Assets                
Deposits     12,954       12,953  
Deferred tax assets     173,599       203,599  
Total Other Assets     186,553       216,552  
                 
Total Assets   $ 5,848,373     $ 8,312,070  
                 
Liabilities and Stockholders' Equity                
Current Liabilities                
Accounts payable and accrued expenses   $ 4,357,352     $ 6,740,795  
                 
Total Current Liabilities     4,357,352       6,740,795  
                 
Commitments and contingencies            
                 
Total Liabilities     4,357,352       6,740,795  
                 
Stockholders' Equity                
Convertible preferred shares: $0.0001 par value, 50,000,000 shares authorized, 974,730 Series A issued and outstanding     98       98  
Common stock: $0.001 par value, 900,000,000 shares authorized,4,504,214 issued and outstanding, respectively     4,504       4,504  
Additional paid-in capital     1,355,570       1,355,570  
Accumulated earnings     130,849       211,103  
                 
Total Stockholders' Equity     1,491,021       1,571,275  
                 
Total Liabilities and Stockholders' Equity   $ 5,848,373     $ 8,312,070  

 

 

See accompanying notes to these unaudited condensed consolidated financial statements

 

 

  3  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

For the Three and Six Months Ended June 30, 2016 and 2015

(Unaudited)

 

 

  Six Months Ended     Three Months Ended  
  June 30,     June 30,  
    2016     2015     2016     2015  
Revenues                                
Packaging   $ 15,425,042     $ 18,780,720     $ 7,359,680       9,908,896  
Total Revenues     15,425,042       18,780,720       7,359,680       9,908,896  
                                 
Cost of Goods Sold                                
Packaging     14,751,300       17,989,776       6,985,244       9,470,221  
Total Cost of Goods Sold     14,751,300       17,989,776       6,985,244       9,470,221  
                                 
Gross Profit     673,742       790,944       374,436       438,675  
                                 
Operating Expenses                                
Administrative expenses     414,484       464,302       202,168       247,388  
Rent     42,681       34,958       21,227       20,601  
Salaries and wages     280,226       319,817       144,561       164,646  
Total Operating Expenses     737,391       819,077       367,956       432,635  
(Loss) Income from Operations     (63,649 )     (28,133 )     6,480       6,040  
                                 
Other income                                
Other (loss) income     (16 )     16,194       (16 )      
Total Other Income     (16 )     16,194       (16 )      
                                 
Net (Loss) Income from Continuing                                
Operations before Income Taxes     (63,665 )     (11,939 )     6,464       6,040  
                                 
Income tax benefit (expense)     (16,589 )           (4,479 )      
Net (Loss) Income from Continuing Operations     (80,254 )     (11,939 )     1,985       6,040  
                                 
Discontinued operations:                                
Gain (Loss) from operations, including portion attributable to non-controlling interest of discontinued Logistics component           15,924              
                                 
Income (Loss) on discontinued operations           15,924              
                                 
Net (Loss) Income     (80,254 )     3,985       1,985       6,040  
Comprehensive (Loss) Income   $ (80,254 )   $ 3,985       1,985       6,040  
                                 
Earnings per weighted average share of common stock - basic   $ (0.02 )   $ (0.00 )     0.00       0.00  
                                 
Earnings per weighted average share of common stock - diluted   $ (0.02 )   $ (0.00 )     0.00       0.00  
                                 
Weighted average shares outstanding - basic     4,504,214       4,654,251       4,504,214       4,505,214  
Weighted average shares outstanding - diluted     4,504,214       4,654,251       5,478,944       5,479,944  

 

See accompanying notes to these unaudited condensed consolidated financial statements

 

 

  4  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

For the Three and Six Months Ended June 30, 2016 and 2015

(Unaudited)

 

 

 

 

Three Months ended June 30, 2016   June 30     June 30  
    2016     2015  
AMOUNTS ATTRIBUTABLE TO THE COMMON STOCKHOLDERS:                
Gain from continuing operations, net of tax   $ 1,985     $ 6,040  
Gain from discontinued operations, net of tax            
Net Gain   $ 1,985     $ 6,040  
                 
BASIC EARNINGS PER SHARE:                
Gain from continuing operations attributable to common stockholders, net of tax   $ 0.00     $ 0.00  
Gain from discontinued operations attributable common stockholders, net of tax           0.00  
NET LOSS ATTRIBUTABLE TO THE COMMON STOCKHOLDERS   $ 0.00     $ 0.00  
                 
DILUTED EARNINGS PER SHARE:                
Gain from continuing operations attributable to common stockholders, net of tax   $ 0.00     $ 0.00  
Gain from discontinued operations attributable to common stockholders, net of tax           0.00  
NET GAIN ATTRIBUTABLE COMMON STOCKHOLDERS   $ 0.00     $ 0.00  
Comprehensive loss   $ 1,985     $ 6,040  

 

 

 

Six Months ended June 30, 2016   June 30     June 30  
    2016     2015  
AMOUNTS ATTRIBUTABLE TO THE COMMON STOCKHOLDERS:                
Loss from continuing operations, net of tax   $ (80,254 )   $ (11,939 )
Income from discontinued operations, net of tax           15,924  
Net Income (loss)   $ (80,254 )   $ 3,985  
                 
BASIC EARNINGS PER SHARE:                
Loss from continuing operations attributable to common stockholders, net of tax   $ (0.02 )   $ (0.00 )
Income from discontinued operations attributable common stockholders, net of tax            
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS   $ (0.02 )   $ 0.00  
                 
DILUTED EARNINGS PER SHARE:                
Loss from continuing operations attributable to common stockholders, net of tax   $ (0.02 )   $ (0.00 )
Income from discontinued operations attributable to common stockholders, net of tax            
NET INCOME (LOSS) ATTRIBUTABLE COMMON STOCKHOLDERS   $ (0.02 )   $ (0.00 )
Comprehensive loss   $ (80,254 )   $ 3,985  

 

 

See accompanying notes to these unaudited condensed consolidated financial statements

 

 

  5  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

 

 

  June 30     June 30  
    2016     2015  
Cash flows from operating activities:                
Net loss from continuing operations   $ (80,254 )   $ (11,939 )
Adjustments to reconcile net loss to net cash                
(used in) provided by operating activities:                
Depreciation expense            
Changes in operating assets and liabilities:                
Decrease (increase) in accounts receivable     1,758,552       (371,117 )
Decrease in inventory     470,905       676,795  
Decrease in other assets     29,999       695  
Decrease in other current liabilities           (404,395 )
Decrease in accounts payable and accrued expenses     (2,383,443 )     (8,500 )
Net cash used in operating activities     (204,241 )     (118,461 )
                 
Cash flows from financing activities:                
Employee advance - travel     (50,000 )      
Net cash provided by financing activities     (50,000 )      
                 
Cash flows from discontinued operations                
Net cash used in operating activities           15,924  
Net cash used in investing activities           (21,310 )
Net cash provided by discontinued operations           (5,386 )
                 
Effect of currency translation           5,386  
                 
Net (decrease) increase in cash and cash equivalents     (254,241 )     (118,461 )
Cash and cash equivalents at beginning of period     746,786       661,510  
Cash and cash equivalents at end of period   $ 492,545     $ 543,049  
                 
Supplementary Disclosures of Cash Flow                
Taxes (refund)   $ 16,589     $  

 

 

See accompanying notes to these unaudited condensed consolidated financial statements

 

 

  6  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

1.        Summary of Significant Accounting Policies

 

Basis of Presentation

 

These interim condensed consolidated financial statements represent the financial activity of International Packaging and Logistics Group, Inc., (“IPL Group” or “the Company”) a publicly traded company traded on OTC Markets Pink Sheets. The interim condensed consolidated financial statements for the three and six months ended June 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States. The interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated. The Company’s fiscal year end is on December 31.

 

The foregoing unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included on Form 10-K for the period ended December 31, 2015. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

 

The preparation of interim condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the condensed consolidated financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumption are inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

 

Operating results for the three and six month periods ended June 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

 

Nature of Operations

 

On July 2, 2007, International Packaging and Logistics Group, Inc., through its wholly-owned subsidiary, YesRx.com (“YesRx”) acquired all the outstanding shares of H&H Glass, Inc. (“H&H Glass” or “H&H”), in exchange for 3,915,000 shares of its common stock in a reverse triangular merger (the “Merger”). H&H Glass is a glass importer that supplies custom products such as perfume bottles and food condiment bottles, plus provides complementary services such as container design and mold making. H&H Glass imports glass containers from Asia and distributes to North America. H&H Glass acquires its products mainly from one supplier in China and Taiwan and sells its products through several distributors in the United States and Canada who service small to medium sized customers. H&H imports in excess of 1,000 shipping containers of glass a year. Depending on the size of the product, a container can contain anywhere from 3,000 to 300,000 pieces.

 

Organization and Line of Business

 

International Packaging and Logistics Group, Inc., a Nevada corporation, was originally incorporated as Interactive Medical Technologies, Ltd., on June 2, 1986, in the state of Delaware. On April 17, 2008, IPL Group converted from a Delaware corporation to a Nevada Corporation.

 

Divestiture of EZ Link

 

Effective February 28, 2015, EZ Link was acquired back IPL Group Inc.’s share position in EZ Link in exchange for their share position in IPL Group Inc.

 

 

  7  

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

1.        Summary of Significant Accounting Policies (continued)

 

International Packaging and Logistics Group, Inc. (“IPL Group Inc.”) (Seller), entered into an agreement with its majority owned subsidiary, EZ Link Corporation (“EZ Link”) (Buyer) which is a logistics company headquartered in Taiwan. EZ Link was established in July 2003 under the Company Law of Republic of China. Under this agreement EZ Link is acquiring back IPL Group Inc.’s share position in EZ Link in exchange for their share position in IPL Group Inc. This transaction is effective was of February 28, 2015.

 

The terms are as follows:

 

IPL Group Inc. will exchange its position in EZ Link or 688,500 shares in the aggregate, to the original EZ Link shareholders, and such EZ Link shareholders will exchange the following to IPLO:

 

(a) The 457,143 shares of common stock held by EZ Link shareholders.

(b) The 400,000 Series B Convertible preferred shares held by EZ Link shareholders.

 

There was a $25,394 gain as a result of the divestiture of EZ Link, which was the net the assets less liabilities sold back.

 

On July 1, 2016, International Packaging and Logistics Group, Inc. (the “ Registrant ” or “ IPLO ”) executed a Share Exchange Agreement (“ Exchange Agreement ”) by and among Yibaoccyb Limited, a British Virgin Islands limited liability company (“ Yibaoccyb ”), and the stockholders of 51% of Yibaoccyb’s common stock (the “ Yibaoccyb Shareholders ”), on the one hand, and the Registrant, on the other hand. A copy of the Exchange Agreement was included as Exhibit 2.1 and filed with the report on Form 8-K.

 

Yibaoccyb owns 100% of YibaoConfucian Co., Ltd. (“ YibaoHK ”), a Hong Kong company. YibaoHK owns or will own 100% of Shenzhen Confucian Biologics Co. Ltd. (“ Yibao WOFE ”), which is a wholly foreign-owned enterprise (“WFOE”) under the laws of the Peoples’ Republic of China (“ PRC ” or “ China ”). Yibao WOFE is expected to enter into a series of contractual arrangements with Shandong Confucian Biologics Co., Ltd. (“ Shandong Confucian Biologics ”) which is a limited liability company headquartered in, and organized under the laws of, the PRC. The contractual arrangements are discussed in Item 2.01 of the Form 8-K under the section titled “Description of Business”. Throughout this Form 8-K, Yibaoccyb, Yibao WOFE and Shandong Confucian Biologics are sometimes collectively referred to as the “Yibao Group.”

 

At the closing of this transaction (the “ Closing ”), which is expected to occur upon the completion of the audit of Shandong Confucian Biologics (the “ Closing Date ”), the Registrant is expected to issue 2,040,000 shares of the Registrant’s common stock (the “ IPLO Shares ”) to the Yibaoccyb Shareholders in exchange for 51% of the common stock of Yibaoccyb (the “ Exchange Agreement ”).

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. EZ Link Corp’s functional currency is New Taiwan Dollars (NTD), however, the accompanying consolidated financial statements have been re-measured and presented in United States Dollars ($).

 

The consolidated financial statements include the accounts of IPL Group and its subsidiaries (collectively the “Company”). The Company’s subsidiaries include H&H Glass and 51% of EZ Link Holdings, Ltd. which is now shown in discontinued operations. EZ LINK’s operating activity for the period January 1, 2015 through February 28, 2015 are shown as discontinued operations in the statement of operations.

 

Intercompany accounts and transactions have been eliminated upon consolidation.

 

Reclassifications

 

Certain amounts in the prior year have been reclassified to conform to the current year presentation.

 

 

  8  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

1.        Summary of Significant Accounting Policies (continued)

 

Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements. Significant estimates include an allowance for doubtful accounts deferred tax assets and liabilities, depreciation of property, plant and equipment.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents include amounts invested in a money market account with a financial institution. Cash equivalents are carried at cost, which approximates fair value.

 

Revenue Recognition

 

The Company recognizes product revenue provided that (1) persuasive evidence of an arrangement exists, (2) delivery to the customer has occurred, (3) the selling price is fixed or determinable and (4) collection is reasonably assured.  Delivery is considered to have occurred when title and risk of loss have transferred to the customer. The price is considered fixed or determinable when it is not subject to refund or adjustments. Outbound shipping and handling charges are included in net sales and cost of goods sold.

 

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). All inventories consists of finished goods.

 

Foreign Currency Translation

 

The accounts of the EZ Link were maintained, and its consolidated financial statements were expressed, in NTD. Such consolidated financial statements were translated into USD with NTD as the functional currency. All assets and liabilities were translated at the exchange rate on the consolidated balance sheet dates, stockholders’ equity are translated at the historical rates and the statements of income items were translated at the weighted average exchange rate for the year. The resulting translation adjustments were reported under other comprehensive income in 2014 and earlier periods. In 2015, the EZ Link operations have been presented as discontinued operations. Accordingly, the other comprehensive income previously accumulated has been recognized as income from discontinued operations in 2015, and consequently the foreign currency translation adjustments are eliminated as of June 30, 2016.

 

Concentration of Credit Risk

 

The Company maintains balances in a Money Market Fund that is not federally insured. Balances in this fund were $363,169 and $681,678 at June 30, 2016 and December 31, 2015, respectively.

 

 

  9  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

1.        Summary of Significant Accounting Policies (continued)

 

Accounts receivable are typically unsecured. The Company performs ongoing credit evaluations of its customers’ financial condition. It generally requires no collateral and maintains reserves for potential credit losses on customer accounts, when necessary. As of June 30, 2016, 87.6% of H&H Glass’s accounts receivable were attributable to four customers. As of December 31, 2015, 80.3% of H&H Glass’s accounts receivable were attributable to three customers.

 

At June 30, 2016 and 2015 H&H Glass had allowance for doubtful reserves of $0 and $0 respectively.

 

In general the Company will reserve a receivable based one of the following reasons; if the receivable is over 90 days old the company will reserve 50% and if over 12 months old the Company will reserve 100% of the amount.

 

H&H Glass purchased 100% of its glass from one vendor in the three and six month periods ending June 30, 2016 and 2015.  During the three-month period ending June 30, 2016 and 2015, H&H Glass purchased $6,818,445 and $8,467,104 of products from this vendor, respectively. During the six-month period ending June 30, 2016 and 2015, H&H Glass purchased $14,139,074 and $16,374,393 of products from this vendor, respectively. This concentration is due to the relatively small size of H&H Glass’s orders.  H&H Glass’s specialized short-run custom orders generally are not attractive to larger glass manufacturers.  As customer orders have been growing in size, H&H Glass has begun to seek additional suppliers.

 

Non-controlling Interest

 

IPLO sold its interest in EZ Link as of February 28, 2015.

 

The Company accounted for its non-controlling interest of 49% in EZ Link Holdings, Ltd. in the consolidated financial statements classified as a separate component of equity. In addition, net earnings, and components of other comprehensive income are attributed to both the Company and non-controlling interest.

 

There are no non-controlling interest during the three and six months ended June 30, 2016.

 

Net Earnings/(Loss) per Share

 

Earnings/(loss) per common share is computed on the weighted average number of common shares outstanding during each year. Basic earnings per share is computed as net loss applicable to common stockholders’ divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible preferred shares, stock options, warrants and other convertible securities when the effect would be dilutive. There were no dilutive securities for the six months ending June 30, 2016, and there are diluted securities for the six months ended June 30, 2015 and for the three and six months ended June 30, 2015 and 2016 due to the Company incurring a net loss for that period.

 

Income Taxes

 

The Company accounts for its income taxes using the Financial Accounting Standards Board ASC 740, “Income Taxes,” which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.

 

 

  10  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

1.        Summary of Significant Accounting Policies (continued)

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards. A valuation allowance is established to reduce the deferred tax asset if it is “more likely than not” that the related tax benefits will not be realized.

 

The Company accounts for income taxes in accordance ASC Topic 740. Realization of an uncertain income tax position must be estimated as “more likely than not” (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. Further, the recognition of tax benefits is required to be recorded in the financial statements to be based on the amount most likely to be realized assuming a review by tax authorities having all relevant information. ASC 740 also clarifies the financial statement classification of tax-related penalties and interest and sets forth new disclosures regarding unrecognized tax benefits. As of June 30, 2016, the Company has not recognized any obligation for uncertain tax positions.

 

EZ Link, Corporation is governed by the Taiwan’s Income Tax Law and local income tax laws. Pursuant to the Taiwan Income Tax Law, enterprises are subject to tax at a statutory rate of 17%. The local government has also provided companies with various incentives to encourage economic development in the region. Such incentives include reduced tax rates and other measures.

 

2.        Preferred Stock Transactions

 

Series A Preferred Shares :

 

The Series A Preferred shares are convertible into common shares on a 1:1 ratio at a fixed rate of $3 per share.  Preferred shares have no voting rights, have no redemption rights and earn no dividends.  Holders of Series A Convertible Preferred Stock are not permitted to convert their stock into common shares until the Company’s market capital reaches $15,000,000. Upon dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series A Convertible Preferred Stock shall be entitled to receive out of the assets of the Company the sum of $0.0001 per share (the “Liquidation Rate”) before any payment or distribution shall be made on any other class of capital stock of the Company ranking junior to the Series A Convertible Preferred Stock.

 

 

  11  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

2.        Preferred Stock Transactions - continued

 

ASC Topic 480, “Distinguishing Liabilities from Equity,” establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

 

A mandatorily redeemable financial instrument shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity. A financial instrument issued in the form of shares is mandatorily redeemable if it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event certain to occur. A financial instrument that embodies a conditional obligation to redeem the instrument by transferring assets upon an event not certain to occur becomes mandatorily redeemable—and, therefore becomes a liability—if that event occurs, the condition is resolved, or the event becomes certain to occur.

 

The Company determined that the preferred shares are not mandatorily or conditionally redeemable and are properly classified as permanent equity in the accompanying unaudited condensed consolidated financial statements.

 

Series B Preferred Shares:

 

These shares have been repurchased and retired as a result of the sale of EZ Link as of February 28, 2015.

 

The Preferred Shares were convertible into common shares in two equal tranches, the first being upon completion and receipt of the year ending December 31, 2010, financials if all of the following performance targets are met by EZ Link:

 

(a) Maintain revenues and before tax earnings same as the prior 12 month period; and

(b) Maintained a positive cash flow from operations over the prior 12 month period.

 

These criteria were not met, so there were no conversions as of February 28, 2015.  These certificates were returned to the Company pursuant to the sale of EZ Link back to its original shareholders.

 

As of January 1, 2010 pursuant to the purchase agreement for 51% ownership in EZ Link Holdings Ltd., approximately 47% of the purchase price amount $400,000 was paid in Series B convertible preferred shares of IPL Group, Inc. at a per share value of $1.00, or 400,000 shares. As a result of the divesture of EZ LINK, the Company received from EZ Link shareholders the 400,000 shares of Series B preferred stock. As of June 30, 2016, there are no shares of Series B preferred stock issued and outstanding.

 

Effective February 28, 2015, EZ Link acquiring back IPL Group Inc.’s share positions in EZ Link in exchange for their share position in IPL Group Inc.

 

3.        Common and Preferred Stock Transactions

 

During the three months ending June 30, 2016 and 2015 no stock was issued.

 

Divestiture of EZ Link: EZ Link returned 457,143 common shares and 400,000 shares of Series B preferred shares of IPLO pursuant to the divestiture of EZ Link as of February 28, 2015.

 

4.        Related Party Transactions

 

Allen Lin

 

The Company paid Mr. Allen Lin, President of H&H Glass and a member of the board of directors of the Company, salary of $73,140 and $69,000 for the three months ended June 30, 2016 and 2015, respectively and $146,280 and $138,000 for the six months ended June 30, 2016 and 2015, respectively.

 

Mr. Lin was advanced $50,000 for travel expenses during the three months ended June 30, 2016.

 

  12  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

4.        Related Party Transactions - continued

 

Josephine Lin

 

Josephine Lin, Mr. Lin’s wife, is employed by the Company and was paid salary of $15,000 and $15,000 for the three months ended June 30, 2016 and 2015, respectively and $30,000 and $30,000 for the six months ended June 30 2016 and 2015, respectively.

 

William Gresher

 

Mr. Gresher, a member of the Board of Directors, was paid $1,500 in cash for Director fees in the three months ended June 30, 2016 and 2015 and $3,000 in cash for Directors fees in the six months ended June 30, 2016 and 2015.

 

Owen Naccarato

 

For the three months ended June 30, 2016 and 2015 respectively, Mr. Naccarato, a member of the Board of Directors, was paid $9,000 in cash for legal fees and was paid $1,500 in cash for Directors fees.

 

For the six months ended June 30, 2016 and 2015 respectively, Mr. Naccarato, a member of the Board of Directors, was paid $18,000 in cash for legal fees and was paid $3,000 in cash for Directors fees.

 

5.         Property and Equipment

 

The Company’s property and equipment at June 30, 2016 and December 31, 2015, consisted of the following:

 

    June 30,
2016
    December 31,
2015
 
Furniture and fixtures   $ 14,552     $ 14,552  
Computers and equipment     23,452       23,452  
      38,004       38,004  
Less accumulated depreciation     (38,004 )     (38,004 )
Total   $     $  

 

The Company recorded no depreciation expense for the three months ended June 30, 2016 and 2015. The Company recorded no depreciation expense for the six months ended June 30, 2016 and 2015.

 

6.        Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at June 30, 2016 and December 31, 2015, consisted of the following:

 

    June 30,
2016
    December 31,
2015
 
Accounts payable   $ 4,257,352     $ 6,701,295  
Accrued professional and related fees     100,000       39,500  
Total   $ 4,357,352     $ 6,740,795  

 

7.        Commitments and Contingencies

 

Leases

 

Operating leases

 

H&H Glass rents approximately 2,900 square feet of office space for its headquarters. The lease began on January 1, 2013 and expires on August 31, 2019. As of June 30, 2016, total monthly base rent is $6,815 per month.

 

 

  13  

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2016

 

 

7.        Commitments and Contingencies - continued

 

Future minimum payments on this lease for fiscal years following June 30, 2016, are:

 

Fiscal Year ended December 31,
2016   $ 40,890  
2017     84,216  
2018     86,652  
Thereafter     59,624  
    $ 271,382  

 

8.         Earnings per Share

 

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period and adjusting for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Potential participating securities that were deemed to be anti-dilutive are noted below for the three and six months ended June 30, 2016 and 2015:

 

 

Three months ended June 30,   2016     2015  
                 
Effect of dilutive securities—     5,478,944       5,479,944  

 

 

Six months ended June 30,   2016     2015  
                 
Effect of dilutive securities—           4,654,251  

 

9.        Discontinued Operations :

 

Discontinued Operations

 

Discontinued operations are accounted for in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 360-10-35 Property, Plant, and Equipment . In accordance with FASB ASC Section 360-10-35, the net assets of discontinued operations are recorded on our consolidated balance sheets at estimated fair value. The results of operations of discontinued operations are segregated from continuing operations and reported separately as discontinued operations in our consolidated statements of loss and comprehensive loss.

 

International Packaging and Logistics Group, Inc. (“IPL Group Inc.”) (Seller), consummated an agreement with the minority shareholders’ of its majority owned subsidiary, EZ Link Corporation (“EZ Link”) (Buyer) which is a logistics company headquartered in Taiwan. EZ Link was established in July 2003 under the Company Law of Republic of China. Under this agreement EZ Link is acquiring back IPL Group Inc.’s share position in EZ Link in exchange for their share position in IPL Group Inc. This transaction was concluded as of February 28, 2015.

 

 

  14  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

9.        Discontinued Operations - continued

 

The terms are as follows:

 

IPL Group Inc. assigned its position in EZ Link or 688,500 shares in the aggregate, to EZ Link, such that, following such transaction, EZ Link will no longer be a subsidiary of IPL Group Inc.

 

IPL Group Inc. exchanged its position in EZ Link or 688,500 shares in the aggregate, to the original EZ Link shareholders, and such EZ Link shareholders also exchanged the following to IPLO:

 

(a) The 457,143 shares of common stock held by EZ Link shareholders.

(b) The 400,000 Series B Convertible preferred shares held by EZ Link shareholders.

 

Results of Discontinued Operations

 

Summary results of operations for our discontinued operations for the three months ended

 

    June 30     June 30  
    2016     2015  
Discontinued operations:            
             
Revenue            
                 
Gain (Loss) from operations, including portion attributable to non-controlling interest of discontinued Logistics component            
                 
Income tax benefit            
                 
Gain Loss on discontinued operations            
                 
Comprehensive Income   $     $ 6,040  

 

 

Summary results of operations for our discontinued operations for the six months ended

 

    June 30     June 30  
    2016     2015  
Discontinued operations:                
                 
Revenue           1,015,230  
                 
Gain (Loss) from operations, including portion attributable to non-controlling interest of discontinued Logistics component           15,924  
                 
Income tax benefit            
                 
Gain Loss on discontinued operations           15,924  
                 
Comprehensive (Loss) Income   $ (80,254 )   $ 3,985  

 

  15  

 

 

International Packaging and Logistics Group, Inc., and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016

 

 

10.       Subsequent Events:

 

On May 15, 2016, International Packaging and Logistics Group, Inc. (“IPLO” or “Company”), and Xiuhua Song (the “Purchaser”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which IPLO (the “Seller”) would sell to the Purchaser, and the Purchaser would purchase from the Seller, an aggregate of 3,915,000 newly issued shares of IPLO Common Stock (the “Shares”), which Shares represent 87% of the issued and outstanding shares of Common Stock. On July 1, 2016, we completed this transaction

 

On July 1, 2016, International Packaging and Logistics Group, Inc. (the “ Registrant ” or “ IPLO ”) executed a Share Exchange Agreement (“ Exchange Agreement ”) by and among Yibaoccyb Limited, a British Virgin Islands limited liability company (“ Yibaoccyb ”), and the stockholders of 51% of Yibaoccyb’s common stock (the “ Yibaoccyb Shareholders ”), on the one hand, and the Registrant, on the other hand. A copy of the Exchange Agreement was included as Exhibit 2.1 and filed with the report on Form 8-K.

 

Yibaoccyb owns 100% of YibaoConfucian Co., Ltd. (“ YibaoHK ”), a Hong Kong company. YibaoHK owns or will own 100% of Shenzhen Confucian Biologics Co. Ltd. (“ Yibao WOFE ”), which is a wholly foreign-owned enterprise (“WFOE”) under the laws of the Peoples’ Republic of China (“ PRC ” or “ China ”). Yibao WOFE is expected to enter into a series of contractual arrangements with Shandong Confucian Biologics Co., Ltd. (“ Shandong Confucian Biologics ”) which is a limited liability company headquartered in, and organized under the laws of, the PRC. The contractual arrangements are discussed in Item 2.01 of the Form 8-K under the section titled “Description of Business”. Throughout this Form 8-K, Yibaoccyb, Yibao WOFE and Shandong Confucian Biologics are sometimes collectively referred to as the “Yibao Group.”

 

At the closing of this transaction (the “ Closing ”), which is expected to occur upon the completion of the audit of Shandong Confucian Biologics (the “ Closing Date ”), the Registrant is expected to issue 2,040,000 shares of the Registrant’s common stock (the “ IPLO Shares ”) to the Yibaoccyb Shareholders in exchange for 51% of the common stock of Yibaoccyb (the “ Exchange Agreement ”).

 

On July 1, 2016, Standard Resources Ltd. (“Standard”) previously IPLO’s Majority Stockholder, and IPLO entered into a share purchase agreement (“H&H Vend Out”) whereby Standard will cancel 3,915,000 shares of IPLO common stock held by it in exchange for all of the outstanding shares of H&H Glass, Inc. (“H&H Glass”) The H&H Vend Out is expected to occur subsequent to the Closing Date. The description of other material terms and conditions of the Exchange Agreement and the Financing are set forth below under Item 2.01 and such description is incorporated herein by reference. A copy of the H&H Vend Out is included as Exhibit 10.2 filed with the report on Form 8-K. The H&H Vend Out with occur concurrent with the filing of the audited financials of Shandong Confucian Biologics.

 

  16  

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Interim Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  In some cases, forward-looking statements are identified by terms such as “may”, “will”, “should”, “could”, “would”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”, “predicts”, “potential”, and similar expressions intended to identify forward-looking statements.

 

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Report to reflect any change in our expectations or any change in events, conditions, or circumstances on which any of our forward-looking statements are based or to conform to actual results. We qualify all of our forward-looking statements by these cautionary statements.

 

Overview

 

We import glass containers from Asia and distribute to the North American market including Canada. This was a result of International Packaging and Logistic Group, Inc. (“IPL Group, Inc.”) acquiring H&H Glass in July of 2007. IPL Group, Inc. closed its pharmacy business in February 2007.

 

H&H Glass is a glass importer that supplies custom products such as perfume bottles and food condiment bottles, plus provides complementary services such as product design and the making of product molds. H&H Glass acquires its products from 3 to 5 suppliers in China and Taiwan and sells its products through several distributors in the United States and Canada who service small- to medium-sized customers. H&H imports in excess of 1,000 containers of glass a year. Depending on the size of the product, a container can contain anywhere from 3,000 to 300,000 pieces.

 

In 2010, International Packaging and Logistics Group, Inc., acquired a majority interest in EZ Link Holdings, Ltd., a company organized under the laws of the British Virgin Islands on December 18, 2009, which controls EZ Link Corporation, a logistics company headquartered in Taiwan. EZ Link was established in July 2003 under the laws of Taiwan, Republic of China. EZ Link Holdings, Ltd. consolidates EZ Link under ASC Topic 810 as it controls EZ Link through a management contract. EZ Link is a full service international freight forwarder, who has current networks to locations in China, Hong Kong, South East Asia, North East Asia, North America, Latin America and Europe.

 

Vend-out of EZ Link Corporation

 

As of February 28, 2015, IPLO’s majority interest in EZ Link Corp., was sold back to EZ Link Corp. for the following terms: In exchange for the fifty-one percent (51%) of the EZ Link Corporation Shares, or 688,500 EZ Link Corporation Shares in the aggregate acquired by IPL, EZ Link Corp. will return

 

(a) an aggregate of 457,143 shares of IPL common shares issued on June 26, 2009 to the shareholders of EZ Link Corp as consideration of acquiring 51% of EZ Link Corporation; and

 

(b) an aggregate of 400,000 Series B preferred shares issued on January 1, 2010 to the , shareholders or assigns of EZ Link Corp as consideration of acquiring 51% of EZ Link Corporation.

  

Plan of Operations

 

On May 15, 2016, International Packaging and Logistics Group, Inc. (“IPLO” or “Company”), and Xiuhua Song (the “Purchaser”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which IPLO (the “Seller”) will sell to the Purchaser, and the Purchaser will purchase from the Seller, an aggregate of 3,915,000 newly issued shares of IPLO Common Stock (the “Shares”), which Shares represent 87% of the issued and outstanding shares of Common Stock. On July 1, 2016, we completed this transaction

 

On July 1, 2016, International Packaging and Logistics Group, Inc. (the “ Registrant ” or “ IPLO ”) executed a Share Exchange Agreement (“ Exchange Agreement ”) by and among Yibaoccyb Limited, a British Virgin Islands limited liability company (“ Yibaoccyb ”), and the stockholders of 51% of Yibaoccyb’s common stock (the “ Yibaoccyb Shareholders ”), on the one hand, and the Registrant, on the other hand. A copy of the Exchange Agreement was included as Exhibit 2.1 and filed with the report on Form 8-K.

 

 

  17  

 

 

Yibaoccyb owns 100% of YibaoConfucian Co., Ltd. (“ YibaoHK ”), a Hong Kong company. YibaoHK owns or will own 100% of Shenzhen Confucian Biologics Co. Ltd. (“ Yibao WOFE ”), which is a wholly foreign-owned enterprise (“WFOE”) under the laws of the Peoples’ Republic of China (“ PRC ” or “ China ”). Yibao WOFE is expected to enter into a series of contractual arrangements with Shandong Confucian Biologics Co., Ltd. (“ Shandong Confucian Biologics ”) which is a limited liability company headquartered in, and organized under the laws of, the PRC. The contractual arrangements are discussed in Item 2.01 of the Form 8-K under the section titled “Description of Business”. Throughout this Form 8-K, Yibaoccyb, Yibao WOFE and Shandong Confucian Biologics are sometimes collectively referred to as the “Yibao Group.”

 

At the closing of this transaction (the “ Closing ”), which is expected to occur upon the completion of the audit of Shandong Confucian Biologics (the “ Closing Date ”), the Registrant is expected to issue 2,040,000 shares of the Registrant’s common stock (the “ IPLO Shares ”) to the Yibaoccyb Shareholders in exchange for 51% of the common stock of Yibaoccyb (the “ Exchange Agreement ”).

 

On July 1, 2016, Standard Resources Ltd. (“Standard”) previously IPLO’s Majority Stockholder, and IPLO entered into a share purchase agreement (“H&H Vend Out”) whereby Standard will cancel 3,915,000 shares of IPLO common stock held by it in exchange for all of the outstanding shares of H&H Glass, Inc. (“H&H Glass”) The H&H Vend Out is expected to occur subsequent to the Closing Date. The description of other material terms and conditions of the Exchange Agreement and the Financing are set forth below under Item 2.01 and such description is incorporated herein by reference. A copy of the H&H Vend Out is included as Exhibit 10.2 filed with the report on Form 8-K. The Vend Out with occur concurrent with the filing of the audited financials of Shandong Confucian Biologics.

 

Results of Operations

 

Three and six months ending June 30, 2016 Compared to June 30, 2015

 

Revenue:

 

For the three months ending June 30, 2016 and 2015, revenues were $7,359,680 and $9,908,896 respectively, for a decrease of $2,549,216 or 25.7% over the same period in 2015. The decrease in revenue is a mainly due to a temporary shutdown of the manufacturing plant for furnace repairs. The sales orders will be processed once the factory is up and running.

 

For the six months ending June 30, 2016 and 2015, revenues were $15,425,042 and $18,780,720 respectively, for a decrease of $3,355,678 or 17.9% over the same period in 2015. The decrease in revenue is a mainly due to the plant shutdown for repairs.

 

Cost of Goods Sold :

 

Cost of goods sold for the three months ending June 30, 2016 and 2015 were $6,985,244 and $9,470,221 respectively, for a decrease of $2,484,977 or 26.2% over the same period in 2015. This decrease is mainly due to the plant shutdown referenced above.

 

Cost of goods sold for the six months ending June 30, 2016 and 2015 were $14,751,300 and $17,989,776 respectively, for a decrease of $3,238,476 or 18.0% over the same period in 2015. This decrease is mainly due to the plant shutdown referenced above.

 

Gross Profit :

 

Gross profit was $374,436 and $438,675 for the three months ending June 30, 2016 and 2015, a decrease of $64,239 or 14.8% over the same period in 2015.   The gross profit margin as a percent of sales for the three months ending June 30, 2016 and 2015 was 5.1% and 4.4 % respectively for an increase period to period.

 

Gross profit was $673,742 and $790,944 for the six months ending June 30, 2016 and 2015, a decrease of $117,202 or 14.8% over the same period in 2015.   The gross profit margin as a percent of sales for the six months ending June 30, 2016 and 2015 was 4.4% and 4.2% respectively for an increase period to period.

 

 

  18  

 

 

Operating Expenses:

 

Operating expenses for the three month period ended June 30, 2016 and 201 were $367,956 and $432,635 respectively for a decrease of $64,679 (15.0%) from the same period prior year. Operating expenses for the six month period ended June 30, 2016 and 2015 were $737,391 and $819,077 respectively for a decrease of $81,686 (10.0%) from the same period prior year. These differences in operating expenses were mostly attributable to the following:

 

Three months ending:   6/30/2016     6/30/2015     $ VAR     % VAR      
Salaries & Related Expense   $ 144,561     $ 164,464     ($ 19,903 )     -12.1%     The change in salaries was mainly due to salary decreases.
Rent     21,227       20,601     $ 626       3.0%     A negotiated rent credit ended in April 2015
Insurance     38,186       44,726     ($ 6,540 )     -14.6%     Decrease is a result of the decrease in business
Legal     9,000       9,000     $ 0       0.0%     No change.
Accounting     23,184       25,255     ($ 2,071 )     -8.2%     Quarter accounting expense was flat
Travel Expense     114,084       106,959     $ 7,125       6.7%     H&H Glass increased travel 2nd quarter
Miscellaneous     17,714       61,630     ($ 43,916 )     -71.3%     Miscellaneous items
Total Expenses   $ 367,956     $ 432,635     ($ 64,679 )     -15.0%      
                                     
                                     
Six months ending:     6/30/2016       6/30/2015       $ VAR       % VAR      
Salaries & Related Expense   $ 280,226     $ 319,817     ($ 39,591 )     -12.4%     Prior year salaries included bonuses
Rent     42,681       34,958     $ 7,723       22.1%     A negotiated rent credit ended in April 2015
Insurance     78,105       100,233     ($ 22,128 )     -22.1%     decrease is a result of the decrease in business
Legal     18,000       18,000     $ 0       0.0%     No change.
Accounting     74,039       62,050     $ 11,989       19.3%     Increase due to invoice timing differences
Travel Expense     159,286       190,017     ($ 30,731 )     -16.2%     H&H Glass travel decreased compared to prior year
Professional Service     56,210       57,280     ($ 1,070 )     -1.9%     AH Partnership consulting $50K fee in 2015
Miscellaneous     28,844       36,722     ($ 7,878 )     -21.5%     Miscellaneous items
Total Expenses   $ 737,391     $ 819,077     ($ 81,686 )     -10.0%      

 

 

Other Income (Expense):

 

Other income (expense) for the three months ended June 30, 2016 and 2015 was ($16) and $Nil respectively for a decrease of $16 (100.0%) over the same period in 2015.

 

Other income (expense) for the six months ended June 30, 2016 and 2015 was ($16) and $16,194 respectively for a decrease of $16,210 (1,031.1%) over the same period in 2015.  

 

Liquidity and Capital Resources

 

Net cash used by operating activities for the six months ended June 30, 2016 amounted to $204,241, which mainly consisted of the following:  Net loss of $80,254 from continuing operations plus the following; 1) a decrease in accounts payable and accrued expenses of $2,383,443; offset by 1) a decrease in accounts receivable of $1,758,552; 2) a decrease in inventory of $470,905; and 3) decrease in other current assets of $29,999. The Company also advanced an employee/director $50,000.

 

On June 30, 2016 the Company had total assets of $5,848,373 compared to $8,312,070 on December 31, 2015, a decrease of $2,463,697 or 29.6%.  The Company had total stockholders’ equity of $1,491,021 on June 30, 2016, compared to total stockholders’ equity of $1,571,275 on December 31, 2015, a decrease of $80,254 (5.1%).  As of June 30, 2016 the Company's working capital position decreased by $100,255 (7.4%) from working capital of $1,354,723 at December 31, 2015 to working capital of $1,254,468 at June 30, 2016.  

 

Capital Resources

 

Over the next twelve months, management is of the opinion that sufficient working capital will be obtained from operations.

 

  19  

 

 

Federal Income Tax

 

The Company deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

 

EZ Link Corporation is governed by Taiwan’s Income Tax Law and local income tax laws. Pursuant to the Taiwan Income Tax Law, enterprises are subject to tax at a statutory rate of 17%. The local government has also provided companies with various incentives to encourage economic development in the region. Such incentives include reduced tax rates and other measures.

  

ITEM 4.         Controls and Procedures .

 

Disclosure Controls and Procedures

 

As of June 30, 2016, under the supervision and with the participation of the Company's Chief Executive Officer and the Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation and because of the material weaknesses in our internal control over financial reporting described below, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2016.

 

Management identified the following control deficiencies that constitute material weaknesses that are not fully remediated as of the filing date of this report:

 

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. There is mainly one person involved in processing of transactions. Therefore, it is difficult to effectively segregate accounting duties. We have hired an additional administrative person and retained an outside professional firm to assist in mitigating the separation of duties issues on an ongoing basis. The use of the outside firm has proven successful in assisting in the separation of duties. However, additional people are not needed to do the administrative work therefore segregation of duties will continue to be an ongoing weakness.

 

Similarly, the EZ Link operation also has a material weakness due to lack of segregation of duties. Its size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. We have retained an outside professional firm to assist in the separation of duties on an ongoing basis. The use of the outside firm has proven successful in assisting in the separation of duties, however, it did not fully mitigate the segregation of duties issue at EZ Link prior to the divesture of EZ Link as of February 28, 2015.

 

Limitations on the Effectiveness of Internal Controls

 

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting that occurred during the current quarter covered by this report that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.

  

  20  

 

 

PART II. OTHER INFORMATION

 

ITEM 1.        Legal Proceedings

 

None

 

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

 

None

 

ITEM 3.       Defaults Upon Senior Securities

 

Not Applicable

 

ITEM 4.        Mine Safety Disclosures

 

None

 

ITEM 5.       Other Information

 

None

 

ITEM 6.        Exhibits

 

a) Exhibits

 

  31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)
  31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)
  32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
  32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
  101.INS XBRL Instance Document
  101.SCH XBRL Schema Document
  101.CAL XBRL Calculation Linkbase Document
  101.DEF XBRL Definition Linkbase Document*
  101.LAB XBRL Label Linkbase Document
  101.PRE XBRL Presentation Linkbase Document

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

International Packaging and Logistics Group, Inc.

(Registrant)

 

 

Dated: August 9, 2016 By: /s/ Owen Naccarato  
    Owen Naccarato  
    Chief Executive Officer  
    Principal Financial Officer and Director  
       
       
  By: /s/ Allen Lin  
    Allen Lin, Director  
    President H&H Glass  

 

 

 

 

 

 

 

 

 

 

 

 

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