See accompanying notes to these unaudited condensed
consolidated financial statements
See accompanying notes to these unaudited condensed
consolidated financial statements
See accompanying notes to these unaudited condensed
consolidated financial statements
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.
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.
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.
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.
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.
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.
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.
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.
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
|
|
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.