UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2014

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

For the transition period from to ______ to _____

Commission File Number 000 54810

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

California	95-4386777
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6655 Knott Avenue
Buena Park, California
	90620
(Address of principal executive offices)	(Zip Code)

(714) 739-6622
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes [X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

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

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

Yes [ ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

32,095,000 shares of Common Stock, par value $0.001 per share, as of September 30, 2014

PLH PRODUCTS INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

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

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLH PRODUCTS INC.
BALANCE SHEETS

		September 30,			December 31,
		2014			2013
		(unaudited)			(audited)

ASSETS

Current Assets:
Cash and cash equivalents	$	220,103		$	$204,163
Accounts receivable, net of allowance for bad debt of $0 and $0,		1,436,127			1,154,733
Accounts receivable – related parties		3,787,642			5,325,855
Inventories		5,365,586			5,337,508
Prepayment to vendor					638,677
Prepayment to vendor – related parties		26,200			2,258,577
Prepaid expenses and other current assets		350,103			168,088


Total current assets		11,185,761			15,087,601


Property, plant and equipment, net		3,071,349			3,028,774
Investments in affiliates		5,500,000			5,500,000
Other assets		160,377			160,377

Total non-current assets		8,731,726			8,689,151


Total assets	$	19,917,487		$	23,776,752

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	1,062,790		$	2,186,501
Accounts payable - related parties		(1,322,035	)		4,195,129
Dividends payable					46,750
Accrued expenses		287,233			392,534
Customer deposits		381,659			689,135
Borrowings from other					75,100
Line of credit		3,100,000			2,800,000
Current portion of mortgage and term loans					303,557

Total current liabilities		3,509,647			10,688,706

Long Term Liabilities:
Mortgage and term loans, net of current portion		4,871,005			4,794,045
Deferred income taxes		48,019			48,019

Total long term liabilities		4,919,024			4,842,064

Total liabilities		8,428,671			15,530,770

Stockholders' Equity:

Additional paid-in capital		8,804,909			6,074,909
Retained Earnings		2,944,407			2,338,073
Dividend Paid		(2,60,500	)		(1,67,000	)

Total Stockholders' Equity		11,488,816			8,245,982
Total liabilities and stockholders' equity	$	19,917,487		$	23,776,752

(See accompanying notes to the financial statements)

PLH PRODUCTS INC.
INCOME STATEMENTS - UNAUDITED

		Quarter Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
Net sales	$	6,982,163		$	8,860,599		$	23,942,141		$	25,275,274
Cost of sales		5,493,083			6,892,799			18,653,707			19,872,967
Gross profit		1,489,080			1,967,800			5,288,434			5,402,307
Selling, general and administrative expenses		1,144,887			1,222,200			4,386,300			4,825,913
Income from operations		344,193			745,600			902,134			576,394
Other income (expense):		(434	)		22,057			22,420			62,160
Interest expense		(101,079	)		(78,080	)		(266,392	)		(247,078	)
Other expense, net
Total other expense, net		(101,513	)		(56,023	)		(243,972	)		(184,918	)
Income before income tax provision		242,680			689,577			658,162			391,476
Property Tax, Etc.		(3,454	)		82			(51,830	)		(60,497	)
Net income	$	239,226		$	689,659		$	606,332		$	330,979

(See accompanying notes to the financial statements)

PLH PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

		For the Nine Months Ended September 30,
		2014			2013


Cash flows from operating activities:
Net income	$	606,332		$	330,979


Adjustments to reconcile net income to net cash provided by operating

Depreciation expense - property, plant and equipment
Amortization expense - intangible assets
Deferred taxes

Accounts receivable		(281,394	)		278,919
Account receivable - related parties		1,538,213			(429,073	)
Inventories		(28,078	)		71,731
Prepayment to vendor		486,741			88,964
Prepayment to vendor - related parties		2,258,577
Prepaid expenses and other current assets		(56,279	)
Accounts payable		(1,170,461	)		(854,637	)
Accounts payable - related parties		(5,517,164	)
Accrued expenses		(105,302	)		21,867


Customer deposits		(307,476	)

Net cash used in operating activities		(2,576,289	)		(491,250	)

Cash flows from investing activities:
Purchases of fixed assets		(42,574	)		(2,250	)

Net cash used in investing activities		(42,574	)		(2,250	)

Cash flows from financing activities:
Borrowings from line of credit, net		300,000			396,290
Borrowings from mortgage and term loans		(167,156	)		(201,552	)
Repayments on mortgage and term loans, net		(59,441	)
Issuance of common stock		2,730,000			200,000
Repayments on additional loan from others, net		(75,100	)
Dividend distribution		(93,500	)		(83,500	)

Net cash provided by (used in) financing activities		2,634,803			311,238

Net increase (decrease) in cash		15,940			(182,262	)

Cash - beginning of year		204,163			27,150

Cash - end of year	$	220,103		$	(155,112	)


Supplemental disclosure of cash flows information
Cash paid during the year for:
Interest	$	266,392		$	247,078
Income Taxes	$	51,380			$ 60,497

Non-Cash investing activity:	$	-		$	-
Investment, netted against accounts payable - related parties

(See accompanying notes to the financial statements)

PLH PRODUCTS INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Six Months Ended September 30, 2014 - UNAUDITED

Notes to Condensed Financial Statements
(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed financial statements include the accounts of PLH Products, Inc. only (the US Company). These unaudited condensed financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the financial position, results of operations and cash flows of the US Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements of the US Company and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The interim results reflected in the unaudited condensed financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.

2. Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2014-09, (ASU 2014-09), "Revenue from Contracts with Customers." The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract's performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted.

Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements nor decided upon the planned method of adoption. While the Company is still evaluating the impact, it expects the accounting for its frequent flier program and certain ancillary fees to change.

Note 3 - Going Concern Uncertainty

N/A

Note 4 - Summary of Significant Accounting Policies

1.	Cash and cash equivalents

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

2.	Income Taxes

The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s).

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

3.	Earnings (loss) per share

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

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

As September 30, 2014 there were no outstanding warrants.

4.	Pending and/or New Accounting Pronouncements

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

Note 5 - Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

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

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The company does not use derivative instruments to moderate its exposure to financial risk, if any.

Note 6 - Note Payable to controlling shareholder

N/A

Note 7 - Income Taxes

The components of income tax (benefit) expense for each of the three months ended September 30, 2014 and 2013 are described above.

Note 8 - Equity

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

Note 9 - Stock Warrants

As at September 30, 2014 and December 31, 2013 and, there is no outstanding balance of stock warrants.

Note 10 - Subsequent Events

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1) Caution Regarding Forward-Looking Information

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

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate expansion; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

(2) Executive Summary

For the third quarter of 2014, we achieved a 3.4% operating margin, a decrease of 4.38% points compared to the prior year period. We generated pre-tax income of $242,680 and net income of $239,226 on operating revenues of $6.982 million. For the third quarter of 2013, we generated pre-tax income of $689,577 and net income of $689,495 on operating revenues of $8.861 million.

For the nine months ended September 30, 2014, we achieved a 2.75% operating margin, an increase of 1.2 points compared to the prior year period. We generated pre-tax income of $658,162 and net income of $606,332 on operating revenues of $23.9 million.

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

Decrease in Sales during summer are usually lower than other seasons. In the third quarter of 2014, high level of inventory in Europe because of unusually warmer winter and spring in early 2014. The company is projecting that the sales will reach up to approximately $32MM by FYE 12/31/14, slightly less than $33MM sales in 2013 due to such condition in Europe.

(3) Operating Expenses

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

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

(4) Liquidity and Capital Resources

Since our inception our operations have been primarily financed through private sales of our equity credit facilities from financial institutions. We have devoted our resources to funding the sales and development of our products. We have not incurred any operating losses in most years since our inception and we expect to continue with that positive trend.

As of September 30, 2014, we had $220,103 of cash and cash equivalent, plus account receivables of $5,223,769 compared to December 31, 2013, we had $204,163 of cash and cash equivalents plus account receivables of $6,480,588. We believe that our existing capital resources, together with interest thereon, will be sufficient to continue meeting our projected operating requirements for at least the next 12 months, however, we will need to raise additional capital for expansion as demand for our products increases. Based on our expansion plan, we will need additional funds to meet the increase in operational needs and capital requirements for product development and commercialization. Our current credit facility may be sufficient, however, the cost is too high in order to maintain year after year profitability without be interrupted by the expansion plan.

The accompanying financial statements for the nine months ended September 30, 2014 and twelve months ended December 31, 2013 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

(5) Critical Accounting Policies

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

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

(7) Effect of Climate Change Legislation

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

(8) Other Contractual Obligations

As of June 30, 2014, we do not have any new contractual obligations.

(9) Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

(10) Recently Issued Accounting Pronouncements

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates. At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.

Item 4 - Controls and Procedures

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

Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls more fully disclosed in our Annual Report on Form 10-K. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

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

PART II
OTHER INFORMATION

Item 1 - Legal Proceedings None

Item 1A - Risk Factors

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

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

None

Item 3 - Defaults upon Senior Securities

None

Item 4. CONTROLS AND PROCEDURES

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

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness, as of September 30 2014, of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a) Exhibits.

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

SIGNATURES

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

	PLH PRODUCTS INC.

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

INDEX TO EXHIBITS

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

PLH Products, Inc. 10-Q