~~UNITED~~U.S. ~~STATES~~ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

(Mark One)

[ X ] ANNUAL ~~Annual~~REPORT ~~Report~~PURSUANT ~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(d) OF ofTHE ~~the Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~for~~For the ~~fiscal~~Fiscal ~~year~~Year ~~ended~~Ended December 31, ~~2014~~2015

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

~~[ ]~~For ~~Transition~~the ~~Report~~transition ~~Pursuant~~period ~~to Section 13 or 15(d) of the~~from ~~Securities~~________________to________________ Commission ~~Exchange~~File ~~Act~~Number ~~of 1934~~ 000-54810

for the transition period from January 2, 2014 to December 31, 2014.

________________________

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

California	95-4386777
(State or other jurisdiction of	(~~I.R.S.~~IRS Employer
incorporation or organization)	Identification No.)

6655 Knott Avenue, Buena Park, CA 92640 USA (Address of of principal executive offices)

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

~~________________________Securities~~ Securities registered pursuant to Section 12(b) of the Act: None.

Common Stock, par value $0.0001	None
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if ~~12(g)~~the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes [ ] No [ X ]

~~None~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(~~Title~~d) of ~~class)~~the Act. Yes [ ] No [ X ]

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all reports ~~issuer,~~required asto ~~defined~~be infiled ~~Rule~~by ~~405~~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 [X ]

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 orof 15Regulation S-T (d)§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~Exchange~~registrant ~~Act.~~was Required to submit and post such files). Yes [ [ X ] No [X ]

Indicate by check mark ~~whether~~if ~~the~~disclosure of delinquent filers ~~registrant~~pursuant ~~(1)~~to ~~has~~Item ~~filed~~405 ~~all~~of ~~reports~~Regulation ~~required~~S-K tois benot ~~filed~~contained byherein, ~~Section~~and 13will ornot ~~15(d)~~be ofcontained, to the ~~Securities~~best ~~Exchange Act~~ of ~~1934~~registrant’s ~~during~~knowledge, ~~the~~in ~~preceding~~definitive 12proxy ~~months (~~or ~~for~~ ~~such~~information ~~shorter~~statements ~~period~~incorporated ~~that~~by ~~the~~reference ~~registrant~~in ~~was~~Part ~~required~~III toof ~~file~~this ~~such~~Form ~~reports), and~~10-K ~~(2)~~or ~~has~~any ~~been~~amendment ~~subject~~ to ~~such~~this ~~filing~~Form ~~requirements~~10-K ~~for the past 90 days.~~ Yes [ X ] No [ ]

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large accelerated ~~and~~filer, ~~posted~~an onaccelerated ~~its~~filer, ~~corporate~~a ~~Web~~non-accelerated ~~site~~filer, ~~if any,~~or ~~every~~a ~~Interactive~~smaller reporting ~~Data~~company. ~~File~~(as ~~required~~defined toin ~~be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Act). ~~Yes~~Check one: ~~[X] No [ ]~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ if] ~~disclosure of delinquent filers pursuant to Item 405 of Regulation S~~Non-Kaccelerated isfiler ~~not~~[ ~~contained herein,~~] ~~and~~Accelerated ~~will~~Filer ~~not~~[ be] ~~contained,~~Smaller toreporting ~~the~~company ~~best~~[ ofX ~~registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [~~ ]

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~the~~defined ~~definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the ~~Exchange~~ Act). Yes [ ] No [ X ]

~~Large~~As ~~accelerated~~of ~~filer~~December [31, ]2015, ~~Accelerated~~there ~~filer~~were [outstanding ]32,095,000 shares ~~Non-accelerated~~of ~~filer~~the [registrant’s ]common ~~Smaller~~stock, ~~reporting~~par ~~company~~value ~~[X]~~$0.0001, ~~(Do~~which ~~not~~is ~~check~~the ifonly outstanding aclass ~~smaller~~of ~~reporting~~common ~~company)~~or voting stock of the registrant.

~~Indicate~~Documents incorporated by ~~check~~reference: ~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~None. ~~Yes [ ] No[X]~~

As1 of December 31, 2014, there were outstanding 32,095,000 shares of the registrant’s common stock, par value $0.0001, which is the only outstanding class of common or voting stock of the registrant. The aggregate market value of the shares of common stock held by non-affiliates of the registrant as approximately $192,570,000.

~~This~~PLH ~~document contains forward-looking statements~~Products, based on numerous assumptions and subject to risks and uncertainties, such as statements regarding sales, gross profit margin, stock-based compensation, capital expenditures, amortization or effective tax rates at any future time or for any future periodInc. Although the Company believes that the forward-looking statements are reasonable, it does not and cannot give any assurance that its beliefs and expectations will prove to be correct. Many factors could significantly affect the Company’s operations and cause the Company’s actual results to be substantially different from the Company’s expectations. Those factors include, but are not limited to: (i) general economic and construction business conditions; (ii) customer acceptance of the Company’s products; (iii) relationships with key customers; (iv) materials and manufacturing costs; (v) the financial condition of customers, competitors and suppliers; (vi) technological developments; (vii) increased competition; (viii) changes in capital and credit markets; (ix) governmental and business conditions in countries where the Company’s products are manufactured and sold; (x) changes in trade regulations; (xi) the effect of acquisition activity; (xii) changes in the Company’s plans, strategies, objectives, expectations or intentions; and (xiii) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report. The Company does not have an obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise. See “Item 1A — Risk Factors.”

Form 10-K

Table of Contents

		Page
PART I

Item 1.	Business	3
Item 1A	Risk Factors	9
Item 2.	Properties	16
Item 3.	Legal Proceedings	16

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A	Controls and Procedures	20
Item 9B.	Other Information	20

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accountant Fees and Services	25

PART IV

Item 15.	Exhibits	26

Signatures		27

Financial Statements		28

PART I

~~Item~~ITEM 1. ~~Business.~~BUSINESS

Corporate Background

PLH Products, Inc. (“we”, “us”, “our”, or the “Company”) was incorporated pursuant to the laws of the State of California on September 2, 1992.

We are an infrared home sauna design, engineering, manufacturing and development company focusing upon premium sauna cabins. We design, develop and sell infrared home saunas. Our saunas are made with the highest quality Western Red Cedar wood and come equipped with several features including, but not limited to, LED color lights, floor heaters and back heaters.

In addition to infrared home saunas, we design, develop and sell wellness thermal therapy units. Our Lower Body Thermal Therapy unit is designed for the back and lower extremities. Our Foot Warmer is designed for feet. Our Knee Comforter is designed for knees, legs and feet.

We intend to increase the sales of our small wellness thermal therapy units by establishing Digital Health Center, a franchise in China, which will be a health maintenance facility for senior citizens and will be equipped with exercise equipment, infrared saunas and equipment which measures weight, height, blood pressure, pulse and blood sugar levels. Members and non-members may purchase equipment used in the Digital Health Center including, but not limited to, our wellness thermal therapy units for their personal use.

We import and export lumber including, but not limited to, British Columbia’s Western Red Cedar (“WRC”), Hemlock and Spruce Pine Fir.

In addition, we produce sauna accessories and various other products including, but not limited to, chairs, tables, and shelving which can be used as garden furniture or indoor furniture.

We are constantly researching and developing new models and products in order to fulfill changing market demands. We currently own several patents and are in the process of applying for other patents throughout the world. In addition, we own numerous trademarks in China, Europe, Korea and the United States.

Industry and Market Trends

The infrared sauna industry has experienced growth in recent years, in large part because of the spending habits of consumers, especially baby boomers, are increasingly moving toward health-enhancing products. An estimated 15,000 saunas are sold annually in the United States, and sales are growing by about 10% a year. According to the National Sauna & Pool Institute (NSPI), three key consumer trends are helping expand sauna sales: “Stress levels in this country are at an all-time high, baby boomers are looking for new ways to stay fit and active longer, and the strong economy has spurred a home improvement boom.”

~~Euromonitor~~Euro monitor International, for instance, predicts that the global health and wellness market will hit a record high of $1 trillion by 2017. This bodes well for sauna purchases. “In the next decade, as the baby boomers reach their peak spending, we’ll see unprecedented growth in the sauna industry – and in any industry that deals with personal satisfaction and life improvement,” states the NSPI. Sauna trends also fall in line with major growth in the day spa industry, which has grown tremendously in the U.S. over the last 20 years. In 1990 there were 200 day spas in the US. Today there are nearly 20,000. The chart below further outlines the latest full-year data for this market nationally. On a global level, the health spa market is expected to exceed $77 billion by 2016, according to research from Global Industry Analysts. Factors fueling the market include “nutrition and health trends, and advances in science and medicine,” states Global Industry Analysts. “The increasingly fast pace of consumer lifestyles is leading to rising demand for relaxation services, including saunas, hammams and spas.”

~~Sauna~~1 ~~trends~~Aqua ~~also~~Magazine. ~~fall~~“Sauna inSales ~~line~~Bright.” ~~with~~June ~~major growth in the day spa~~2011. ~~industry, which has grown tremendously in the U~~http://aquamagazine.Scom/content/post/Sauna-Sales-Bright.aspx1 Euro ~~over~~monitor ~~the~~International. ~~last~~“Health 20& ~~years.~~Wellness ~~In 1990~~to ~~there~~grow ~~were~~by ~~200~~$27 ~~day~~Billion ~~spas~~ in 2013.” ~~the US~~Jan. ~~Today there are nearly 20~~10,~~000.~~ ~~The chart~~2013. ~~below~~http://www.nutraceuticalsworld.com/blog/marketwatch/2013-01-10/health-wellness-to-grow-by-27-billion-in-2013-key-research-highl ights ~~further~~1 ~~outlines~~ISPA. ~~the~~“U.S. ~~latest~~Spa ~~full~~Industry -~~year~~ ~~data~~Fast ~~for~~Facts.” ~~this~~Obtained ~~market nationally.~~at: http://www.experienceispa.com/media/facts-stats/

OnFurthermore, aGlobal ~~global~~Industry ~~level~~Analysts notes that, ~~the~~“The therapeutic ~~health~~benefits ~~spa~~of ~~market~~saunas isare ~~expected~~gaining toin ~~exceed~~recognition and attracting an ~~$77~~increasing ~~billion~~numbers byof ~~2015,~~consumers. ~~according~~Saunas toare ~~research~~popular ~~from~~not ~~Global~~only ~~Industry~~for ~~Analysts.~~relaxation ~~Factors~~purposes ~~fuelling~~but also as part of pain management treatments. Saunas in the ~~market~~U.S. ~~include~~and Australia ~~“nutrition~~are a popular feature in hotels and health ~~trends~~clubs, ~~and~~while ~~advances~~Asian incustomers ~~science~~visit sports centers and ~~medicine,”~~public ~~states~~bathhouses ~~Global~~to ~~Industry~~use ~~Analysts~~saunas. Single-gender ~~“The~~saunas ~~increasingly fast~~are ~~pace~~popular ofin ~~consumer~~EU ~~lifestyles~~countries isand ~~leading~~are often places to socialize. ~~rising~~Customers ~~demand~~may ~~for~~also ~~relaxation~~choose to have a sauna incorporated into their ~~services,~~homes ~~including~~in ~~saunas,~~the ~~hammams~~same ~~and~~way ~~spas~~as hot tubs.”

13 Aqua Magazine. “Sauna Sales Bright.” June 2011. http://aquamagazine.com/content/post/Sauna-Sales-Bright.aspx 1 Euromonitor International. “Health & Wellness to grow by $27 Billion in 2013.” Jan. 10, 2013. http://www.nutraceuticalsworld.com/blog/marketwatch/2013-01-10/health-wellness-to-grow-by-27-billion-in-2013-key-research-highlights 1 ISPA. “U.S. Spa Industry - Fast Facts.” Obtained at: http://www.experienceispa.com/media/facts-stats/

~~Furthermore,~~Lumber Global Industry Analysts notes that, “The therapeutic benefits of saunas are gaining in recognition and attracting an increasing numbers of consumers. Saunas are popular not only for relaxation purposes but also as part of pain management treatments. Saunas in the U.S. and Australia are a popular feature in hotels and health clubs, while Asian customers visit sports centers and public bathhouses to use saunas. Single-gender saunas are popular in EU countries and are often places to socialize. Customers may also choose to have a sauna incorporated into their homes in the same way as hot tubs.”

~~Lumber~~The lumber wholesaling market is $88 billion in the U.S. and has grown 3.4% annually since 2009. In Canada, the forest industry contributes C$19.8 billion to the nation’s economy, and it has the world’s largest net trade balance, with C$19.3 billion worth of products (2013) exported. Logging accounts for a full 20% of Canada’s forest products market. According to the Coast Forest Products Association, cedar accounts for 16% of British Columbia’s 1.1 billion board feet of annual production.

~~The~~China ~~lumber~~wellness ~~wholesaling market is $88 billion in the U.S. and has grown 3.4% annually since 2009. In Canada, the forest~~ industry contributes C$19.8 billion to the nation’s economy, and it has the world’s largest net trade balance, with C$19.3 billion worth of products (2013) exported. Logging accounts for a full 20% of Canada’s forest products market. According to the Coast Forest Products Association, cedar accounts for 16% of British Columbia’s 1.1 billion board feet of annual production.

China ~~wellness industry China~~ has a fast-growing health and wellness market that is expected to reach nearly $70 billion by 2020. According to a report from the Boston Consulting Group, “Chinese consumers are increasingly health conscious, buying a wide variety of products to treat common ailments, boost their energy, and strengthen their immune systems. The reasons for this growing trend are many: rising incomes, the stress effects of urbanization, an aging population, and the country’s ongoing issues with food safety and quality. More and more, consumers are self-medicating with health supplements and over-the-counter (OTC) health treatments—even buying brand names and higher-quality products that are more expensive.”

1 Global Industry Analysts. “Global Sauna, Hamman & Spa industry.” http://www.reportlinker.com/ci02151/Sauna-Hammam-and-Spa.html 1 IBISWorld. “Lumber Wholesaling in the U.S.” Sept. 2014. http://www.ibisworld.com/industry/default.aspx?indid=~~921~~9211 1 Statistics Canada. “Canada’s forest industry by the numbers.” http://www.nrcan.gc.ca/forests/industry/~~13311 1~~133111 Coast Forest Products Association. “Economic Impact: Lumber and logging.” http://www.coastforest.org/wp-content/uploads/2013/11/rf_cfpa_economic_impact_nov_2013.~~pdf~~pdf1 1 Boston Consulting Group. “Capturing a share of China’s consumer health market.” Feb. 25, 2014. https://www.bcgperspectives.com/content/articles/center_consumer_customer_insight_globalization_insight_action _capturing_share_chinas_consumer_health_market/

Business, Sales and Marketing Strategy

As a primarily business-to-business company, marketing for PLH largely includes direct sales of its sauna and wood products directly to the distributors and industrial users. As noted, these are distributors and OEM partners for saunas, and for wood products, sauna manufacturers, door and window manufacturers, garden products manufacturers, garage door manufacturers, home builders, construction companies and interior decorators, etc.

For the U.S. market, sauna sales are made through PLH’s own retail sales forces, PLH’s dealers, and OEM partners. For the international market, sauna sales are mostly made through PLH’s distributors and OEM partners. These include:

~~Armstark~~• Arm stark Germany: The No. 1 spa and hot tub distributor in Germany • HM Products Ltd.: Exclusive Distributor of Health Mate Saunas in Belgium, Netherlands, Luxemburg • Healthria: Exclusive Distributor of Health Mate Saunas and other wellness thermal therapy units in Korea • Human Touch LLC, Long Beach, CA: Distributes through existing in-house sales network and also through large retail outlets such as Sharper Image and Relax the Back • High Tech Health International, Boulder, CO: PLH’s OEM partner in the U.S. that distributes its Thermal Life Sauna brand in the U.S., U.K and Australia through a network of health practitioners • Sharper Image, U.S.A.: OEM partner that distributes “Sharper Image” branded wellness thermal therapy units

PLH currently sells wood products and lumber to more than 50 companies in the U.S., Japan, Korea, Australia, New Zealand, Russia, Ukraine, Belgium, Netherlands, Taiwan and Indonesia. Here are some of the Company’s wood products and lumber buyers and their locations:

• Weyerhaeuser Japan (MBKK Japan), Tokyo, Japan: Japanese branch of Weyerhaeuser, one of the world’s largest forest products company. It is considered the largest WRC importer and distributor in Japan • Fire and Flavor Grilling Company, Athens, GA: The largest culinary grilling planks and grilling paper company in the U.S. Distributes to Safeway, Whole Foods Markets, Ralph’s, Lowe’s, Bed, Bath & Beyond, and other large retailers. PLH became the exclusive supplier of grilling planks and grilling papers to Fire & Flavor in 2010 • Helo Oy, Riihimaki, Finland: The world’s largest sauna and steam bath company. Helo has been purchasing WRC lumber panels from PLH since 2009 • Ottolywood, Russia: Importer and distributor of premium lumber in Russia. Has been purchasing sauna grade WRC lumbers from PLH since 2006 • Yamaha Piano, Japan : World famous piano manufacturer. Has been purchasing piano frame and back posts from PLH since 2005

~~The~~4 Company’s website, for example, will continue to be the public face for PLH and Health Mate Saunas, presenting a dynamic front for its operations. Publicity efforts will be kept to a minimum as well, only utilized when a favorable editorial presence is desired, and banner advertising on various sector and non-sector websites will occasionally be employed. The Company will also attend industry conventions and trade shows that target the general public as well as wholesale and major retail buyers.

~~For~~The ~~the~~Company’s ~~Digital~~website, ~~Health~~for ~~Centers in China~~example, ~~PLH~~ will ~~initially~~continue ~~use advertising~~ to ~~announce~~be the public ~~new~~face ~~health~~for PLH and ~~wellness~~ ~~management~~Health ~~facilities~~Mate asSaunas, ~~sought-after~~presenting ~~wellness~~a ~~destinations~~dynamic tofront ~~middle~~for its ~~aged~~operations. toPublicity ~~senior~~efforts ~~citizens~~will ~~who~~be ~~are~~kept ~~interested~~to ina ~~health~~minimum ~~and~~as well~~-being.~~, ~~Advertising~~only utilized ~~will~~when ~~include~~a ~~online~~favorable ~~programs~~editorial topresence ~~direct~~is ~~consumers~~desired, toand ~~our~~banner ~~Digital~~advertising ~~Health Centers’~~on ~~website,~~various assector ~~well~~and asnon-sector ~~select~~websites ~~print,~~will ~~TV,~~occasionally be employed. The Company will also attend industry conventions and ~~place-based~~trade ~~media,~~shows ~~such~~that astarget the ~~signs/billboards~~general inpublic ~~high-traffic~~as ~~areas~~well ~~near~~as awholesale ~~Digital~~and ~~Health~~major ~~Center~~retail ~~in China~~buyers.

~~Public~~For ~~relations~~the ~~will~~Digital ~~also~~Health ~~serve~~Centers ~~a critical~~in ~~role~~China, inPLH ~~the~~will ~~marketing~~initially ~~plan;~~use advertising to announce the ~~intention~~new ishealth toand ~~gain~~wellness ~~media~~management ~~coverage~~facilities toas ~~establish~~sought-after ~~the~~wellness ~~Digital~~destinations ~~Health~~to ~~Centers~~middle ~~brand~~aged ~~among~~to senior citizens who are interested in ~~Northern~~health ~~China~~and well-being. ~~All franchisees~~Advertising will beinclude ~~given~~online ~~extensive~~programs ~~marketing~~to direct ~~materials~~consumers to ~~promote~~our ~~the~~Digital ~~stores and~~Health ~~drive~~Centers’ ~~revenue growth. PLH~~website, ~~for~~as ~~example,~~well ~~has~~as select print, ~~catalogs~~TV, ofand ~~its~~place-based ~~products to~~media, ~~show~~such ~~customers~~as atsigns/billboards ~~the~~in ~~Centers~~high-traffic asareas near ~~well~~a asDigital ~~for~~Health ~~online~~Center ~~promotions~~in China.

~~Web~~Public ~~Summary~~relations will also serve a critical role in the marketing plan; the intention is to gain media coverage to establish the Digital Health Centers brand among citizens in Northern China. All franchisees will be given extensive marketing materials to promote the stores and drive revenue growth. PLH, for example, has print catalogs of its products to show customers at the Centers as well as for online promotions.

~~PLH~~Web ~~has~~Summary an attractive and user-friendly site at PLHProducts.com that showcases the Company’s unique product offerings. The website features informational content such as company history, management, products, and contact information. The website is professionally designed and maintained, presenting customers with a trustworthy face for PLH. The site connects to Facebook and Twitter to promote a presence on social media, and it as excellent results for SEO (search engine optimization) when consumers seek out sauna and WRC products.

~~Products~~PLH has an attractive and user-friendly site at PLHProducts.com that showcases the Company’s unique product offerings. The website features informational content such as company history, management, products, and contact information. The website is professionally designed and maintained, presenting customers with a trustworthy face for PLH. The site connects to Facebook and Twitter to promote a presence on social media, and it as excellent results for SEO (search engine optimization) when consumers seek out sauna and WRC products.

~~PLH~~Products is a multifaceted business-development firm that is a leading manufacturer and distributor of in-home infrared saunas. Through years of industry experience, PLH has refined its business model to its present state, where it has an integrated vertical structure that includes direct sourcing of raw materials all the way to value-added finished products.

~~From~~PLH ~~the~~is ~~beginning,~~a ~~PLH~~multifaceted ~~has~~business-development ~~competed~~firm ~~with~~that ~~the~~is ~~best products~~a ~~worldwide~~leading ~~because~~manufacturer ofand ~~its~~distributor ~~ability~~of toin-home ~~develop~~infrared ~~and~~saunas. ~~design~~Through ~~new products with~~years ~~beneficial~~of ~~and~~industry ~~exciting~~experience, ~~features.~~ PLH has ~~never~~refined ~~stopped~~its ~~working~~business onmodel ~~developing new~~to ~~products.~~its ~~Currently,~~present ~~the Company is developing many innovative products~~state, ~~such~~where asit ~~Lower~~has ~~Body~~an ~~Thermal~~integrated ~~Therapy~~vertical ~~units~~structure ~~with~~that ~~Reclining~~includes ~~Chair,~~direct ~~Digital~~sourcing ~~Health~~of ~~Sauna,~~raw ~~Salt~~materials ~~Rock~~all ~~Sauna, and~~ the ~~Aroma~~way ~~Oil Foot Warmer, etc. PLH also intends~~ to ~~continue~~ tovalue-added ~~protect~~finished ~~its intellectual properties by applying and registering its ideas and patents whenever possible~~products.

~~Currently~~From the beginning, PLH has 3competed ~~design~~with ~~specialists~~the ~~and~~best ~~4 electrical and~~products ~~hardware~~worldwide ~~engineers~~because ~~who~~of ~~devote~~its ~~themselves~~ability to develop and design new products with beneficial and exciting ~~products~~features. PLH ~~plans~~has tonever ~~double~~stopped ~~the~~working ~~size~~on ofdeveloping new ~~both~~products. ~~R&D~~Currently, ~~personnel~~the ~~and~~Company ~~its~~is ~~facility~~developing somany ~~that~~innovative products, itsuch ~~can~~as ~~react~~Lower ~~much~~Body ~~more~~Thermal ~~quickly~~Therapy tounits ~~new~~with ~~ideas~~Reclining ~~and~~Chair, ~~also~~Digital ~~to conduct more thorough~~Health ~~inspections. Currently~~Sauna, ~~besides~~Salt ~~costly~~Rock ~~inspection~~Sauna, and ~~verification~~the ~~from~~Aroma ~~external agencies~~Oil Foot Warmer, etc. PLH ~~already~~also ~~conducts~~intends anto continue ~~in-house~~to ~~inspection~~protect ~~and~~its ~~testing~~intellectual toproperties ~~ensure~~by ~~the~~applying and registering its ~~highest~~ideas ~~quality~~and ~~products~~patents whenever possible.

Currently PLH has 3 design specialists and 4 electrical and hardware engineers who devote themselves to develop new and exciting products. PLH plans to double the size of both R&D personnel and ~~services~~its ~~include:~~facility so that it can react much more quickly to new ideas and also to conduct more thorough inspections. Currently, besides costly inspection and verification from external agencies, PLH already conducts an in-house inspection and testing to ensure the highest quality products.

~~Infrared Wellness~~ Products For more than 35 year, PLH has specialized in the industry’s highest-quality infrared saunas, sold to consumers around the world who desire their health benefits. Infrared saunas use radiant heat, unlike the indirect heat of traditional saunas, to deeply penetrate to body. Infrared heat penetrates the body’s tissues for a deep tissue sauna experience that promotes youthful energy, enhanced circulation, weight loss, and ~~relaxation,~~ ~~among~~services ~~other~~include: ~~benefits.~~

~~PLH’s~~Infrared ~~solid-wood~~Wellness constructed full-body Health Mate saunas are sold by distributors throughout the U.S., Europe and Asia and also through PLH’s own distribution channels in the U.S. and China. PLH saunas are manufactured in China. Because of PLH’s vertical integration, costs are kept down and savings passed on to the customer. The knock-down saunas are marketed to the public as a plug-and-play product that is simple to install and has significant style and technology benefits compared to other brands.Products

ToFor ~~date~~more than 35 years, PLH has specialized in the industry’s highest-quality ~~primary~~infrared ~~product~~saunas, ~~line~~sold ~~has~~to ~~been~~consumers ~~its~~around ~~full-body~~the world who desire ~~infrared~~their ~~sauna~~health ~~cabins,~~benefits. ~~Health~~Infrared ~~Mate~~saunas ~~Saunas~~use ~~(patent~~radiant ~~and~~heat, ~~trademark).~~unlike ~~They~~the ~~are~~indirect ~~state-~~heat of~~-the-art~~ ~~full-body~~traditional ~~infrared~~ saunas, ~~used~~to indeeply ~~homes~~penetrate ~~and~~to ~~businesses~~body. ~~around~~Infrared heat penetrates the ~~world.~~body’s ~~Each~~tissues ~~hand-crafted~~for ~~unit~~a ~~features~~deep ~~quality~~tissue ~~components~~sauna ~~with~~experience ~~safety~~that promotes ~~certifications~~youthful ~~from~~energy, ~~the~~enhanced ~~world’s~~circulation, ~~leading~~weight ~~certifying~~loss, ~~entities~~and relaxation, among other benefits.

PLH’s solid-wood constructed full-body Health Mate ~~Saunas~~saunas ~~can~~are sold ~~seat~~by updistributors tothroughout athe ~~maximum~~U.S., ofEurope ~~six~~and ~~people,~~Asia and also through PLH’s ~~are~~own ~~made~~distribution ~~from~~channels ~~Western~~in ~~Red~~the ~~Cedar~~U.S. ~~The~~and China. PLH saunas ~~have~~are ~~advanced~~manufactured ~~features~~in China. ~~including~~Because of PLH’s vertical integration, ~~but~~ ~~not~~costs ~~limited~~are kept down and savings passed on to: ~~LED~~the ~~lights,~~customer. ~~Bluetooth~~The ~~audio~~knock-down ~~systems,~~saunas ~~programmable~~are ~~dual~~marketed ~~side~~to the public as a ~~controllers,~~plug-and-play ~~low~~product ~~back~~that is simple to install and ~~foot~~has ~~heaters,~~significant style and technology ~~reclining~~benefits ~~lounge~~compared ~~benches~~to other brands.

~~Health~~To ~~Mate Saunas feature UL®-Recognized Tecoloy® heaters by Backer~~date, ~~which~~PLH’s isprimary ~~the~~product ~~highest~~line ~~quality~~has ~~heater~~been inits ~~the market at this time. The~~full-body ~~heater~~infrared ~~consists~~sauna ofcabins, aHealth ~~warm~~Mate ~~core~~Saunas of(patent ~~compressed ceramic~~ and ~~is completely surrounded by a layer of Incoloy 800 alloy~~trademark). ~~Incoloy~~They ~~is produced with a range of~~are ~~super~~state-of-the-art ~~alloys~~full-body ~~and~~infrared issaunas ~~strong~~used ~~enough~~in ~~for~~homes ~~high temperatures~~ and ~~designed~~businesses ~~with~~around ~~corrosion~~the ~~resistance~~world. ItEach ~~provides~~hand-crafted ~~efficient~~unit ~~heat~~features ~~and~~quality ~~infrared~~components ~~energy~~with ~~to be very~~safety ~~effective~~certifications ~~for~~from the ~~human~~world’s ~~body~~leading certifying entities.

~~PLH’s~~5 newest product lines are smaller infrared sauna products that will be accessible by a wider range of consumers. PLH has a home sauna production capacity of 18,000 units per year, and its portable sauna (wellness thermal therapy unit) production capacity is 36,000 per year. The new line of wellness thermal therapy units, as illustrated below, include:

~~Lower~~Health ~~body~~Mate ~~therapy~~Saunas ~~Knee~~can ~~comforter~~seat ~~Foot~~up ~~warmer~~to a maximum of six people, and are made from Western Red Cedar. The saunas have advanced features including, but not limited to: LED lights, Bluetooth audio systems, programmable dual side controllers, low back and foot heaters, and reclining lounge benches.

~~Lumber~~Health ~~productionWith~~Mate Saunas feature UL®-Recognized Tecoloy® heaters by Backer, which is the highest quality heater in the market at this time. The heater consists of a ~~distinct~~warm ~~emphasis~~core onof ~~shop~~compressed ceramic and is completely ~~clear-grade~~surrounded ~~lumber,~~by ~~PLH~~a ~~supplies~~layer ~~wood~~of ~~products~~Incoloy ~~and~~800 ~~lumber~~alloy. toIncoloy ~~other~~is ~~sauna~~produced with a range of ~~manufacturers,~~super ~~door~~alloys and ~~window~~is ~~manufacturers,~~strong ~~industrial~~enough ~~factories,~~for ~~lumber~~high temperatures and designed with ~~wholesale,~~corrosion resistance. It provides efficient heat and ~~importers/distributors~~infrared ofenergy ~~building~~to ~~materials~~be ~~worldwide~~very effective for the human body.

~~Western~~PLH’s ~~Red~~newest ~~Cedar (WRC) is the primary~~ product. ~~WRC~~lines isare ~~prized for~~smaller ~~its~~infrared ~~beauty,~~sauna ~~versatility, and sustainability. It grows primarily in the~~products ~~Pacific~~that ~~Northwest,~~will ~~with~~be ~~British~~accessible ~~Columbia~~by ~~being~~a ~~the~~wider ~~major~~range ~~producing~~of ~~region~~consumers. ~~WRC, in~~PLH ~~addition~~has to a ~~pleasant~~home ~~appearance~~sauna production ~~and~~capacity ~~aroma~~of 18,000 ~~has~~units aper ~~high~~year, ~~natural resistance to decay~~ and ~~therefore~~its isportable ~~used~~sauna ~~extensively~~(wellness thermal ~~for~~therapy ~~outdoor~~unit) ~~construction~~production ~~such~~capacity asis ~~posts~~36, ~~decking,~~000 ~~shingles,~~per ~~and siding~~year. ItThe isnew ~~also~~line ~~the~~of wellness ~~best~~thermal ~~wood~~therapy ~~for~~units, ~~use~~as inillustrated ~~the~~below, ~~interior of~~include: ~~saunas.~~

~~The~~• ~~Company’s~~Lower ~~decades~~body oftherapy ~~experience~~• inKnee ~~the~~comforter ~~industry~~• ~~and extensive~~Foot contacts in the lumber industry have given it a substantial edge in sourcing prime WRC for producing sauna-grade cedar lumber. The Company’s factory in China is dedicated to remanufacturing cedar panels for saunas and dimensional cedar lumber for wholesale. In addition to WRC, PLH is also engaged in worldwide import and export of British Columbia softwoods including Hemlock, Spruce-Pine-Fir (SPF), and other species. warmer

~~All~~Lumber ~~lumber~~ production by PLH is environmentally responsible. PLH actively works toward the preservation and respect of natural resources and helps to contribute to the new growth of the earth’s forests. This helps ensure healthy forests for future generations. PLH follows the strict standards set forth by both the Forest Stewardship Council (FSC) and Programme for the Endorsement of Forest Certification (PEFC). These standards include stringent chain-of-custody regulations (COC) for the path taken by raw materials from a responsibly certified source through processing, manufacturing, and distribution until it is a final product ready for sale to the end consumer.

~~Regulation~~With a distinct emphasis on shop and clear-grade lumber, PLH supplies wood products and lumber to other sauna manufacturers, door and window manufacturers, industrial factories, lumber wholesale, and importers/distributors of building materials worldwide.

~~PLH~~Western ~~products~~Red ~~are~~Cedar ~~subject~~(WRC) tois ~~federal,~~the ~~state~~primary ~~and~~product. ~~other~~WRC is prized ~~governmental~~for its beauty, versatility, and ~~quasi-governmental~~sustainability. ~~regulations~~It ~~that~~grows ~~affect~~primarily ~~product~~in ~~development,~~the ~~design,~~Pacific ~~testing~~Northwest, ~~analysis,~~with ~~load~~British ~~rating,~~Columbia ~~application,~~being ~~marketing,~~the ~~sales~~major producing region. WRC, ~~exportation~~in addition to a pleasant appearance and aroma, ~~installation~~has a high natural resistance to decay and ~~use.~~therefore Ais ~~substantial~~used ~~portion~~extensively offor ~~PLH~~outdoor ~~products~~construction ~~have~~such as posts, ~~been~~decking, ~~evaluated~~shingles, and ~~are~~siding. ~~recognized~~It byis ~~governmental~~also ~~and~~the ~~product~~best ~~evaluation~~wood for use in the interior ~~agencies~~of saunas.

~~Competition~~The Company’s decades of experience in the industry and extensive contacts in the lumber industry have given it a substantial edge in sourcing prime WRC for producing sauna-grade cedar lumber. The Company’s factory in China is dedicated to remanufacturing cedar panels for saunas and dimensional cedar lumber for wholesale. In addition to WRC, PLH is also engaged in worldwide import and export of British Columbia softwoods including Hemlock, Spruce-Pine-Fir (SPF), and other species.

~~PLH~~All ~~Products~~lumber ~~faces~~production aby ~~variety~~PLH ofis ~~competition~~environmentally inresponsible. PLH ~~all~~actively ofworks toward the ~~markets~~ inpreservation ~~which~~and itrespect ~~participates.~~of ~~This~~natural ~~competition~~resources ~~ranges~~and helps ~~from~~to ~~subsidiaries~~contribute ~~of large~~to ~~national~~the ornew ~~international~~growth ~~corporations~~of tothe ~~small~~earth’s ~~regional manufacturers~~forests. ~~While~~ ~~price~~This ishelps anensure healthy ~~important~~forests ~~factor,~~for ~~PLH~~future ~~also~~generations. ~~competes~~PLH onfollows the ~~basis~~strict ofstandards ~~quality,~~set ~~breadth~~forth ofby ~~product~~both ~~line,~~the ~~proprietary~~Forest ~~technology,~~Stewardship ~~technical~~Council ~~support, availability of inventory, service~~ (~~including~~FSC) ~~custom design~~ and ~~manufacturing),~~Programme ~~field~~for ~~support~~the ~~and~~Endorsement ~~product~~of ~~innovation.~~Forest AsCertification a(PEFC). ~~result~~These ofstandards ~~differences~~include ~~in structural design and~~stringent ~~building~~chain-of-custody ~~practices~~regulations ~~and~~(COC) ~~codes,~~for ~~PLH’s~~the ~~markets~~path ~~tend~~taken toby ~~differ~~raw bymaterials ~~region.~~from ~~Within~~a ~~these~~responsibly ~~regions,~~certified ~~PLH~~source ~~competes~~through ~~with~~processing, ~~companies of varying size~~manufacturing, ~~several~~and ~~of which~~distribution ~~also~~until ~~distribute~~it ~~their~~is ~~products~~a ~~nationally~~final orproduct ~~internationally.~~ready ~~See~~for ~~“Item~~sale 1Ato ~~— Risk~~the ~~Factors~~end consumer.”

~~Patents~~Regulation ~~and Proprietary Rights~~

WePLH ~~currently~~products ~~own~~are 23subject ~~patents~~to federal, ~~utility~~state ~~patents~~and other governmental and ~~design~~quasi-governmental ~~patents~~regulations that affect product development, ~~worldwide~~design, ~~and~~testing, weanalysis, ~~have~~load ~~filed~~rating, ~~patent~~application, ~~applications~~marketing, ~~for~~sales, exportation, aninstallation ~~additional~~and ~~30 patents~~use. A substantial portion of PLH products have Webeen ~~hold~~evaluated ~~patents~~and inare ~~Canada,~~recognized ~~China,~~by ~~Korea~~governmental and ~~the~~product Uevaluation agencies.S.

WeCompetition ~~have been granted the following patent – “Control Device for an Infrared Ray Sauna Facility” which is described as,~~

AnPLH ~~infrared~~Products ~~ray~~faces ~~sauna facility includes~~ a ~~chamber~~variety ~~into which a user can enter and sit. The chamber has a door to get into, and a seat for a user. A plurality~~ of ~~infrared~~competition ~~ray~~in ~~generating~~all ~~units are installed on the inside wall~~ of the ~~chamber. A controller for controlling the infrared ray generating~~ ~~units~~markets isin ~~installed~~which ~~outside~~it ~~the chamber~~participates. ~~The~~This ~~user~~competition ~~controls~~ranges ~~the~~from ~~temperature~~subsidiaries ~~inside~~of ~~the~~large ~~chamber~~national or ~~the~~international ~~operating~~corporations ~~time~~to ofsmall ~~the~~regional ~~facility with the controller~~manufacturers. ~~…[W]hen~~ ~~the~~While ~~user~~price ~~wants~~is toan ~~change~~important ~~the conditions inside the chamber~~factor, ~~such~~PLH asalso ~~temperature, the~~competes ~~user~~on ~~must open~~ the ~~door~~basis ~~and come out~~ of ~~the chamber to access the~~quality, ~~controller.~~breadth ~~The~~of ~~user~~product ~~then~~line, ~~goes~~proprietary ~~into~~technology, ~~the~~technical ~~chamber~~support, ~~again. A disadvantage is that~~availability ~~cold~~of ~~outside~~inventory, ~~air~~service ~~flows~~(including ~~into~~custom ~~the~~design ~~chamber~~and ~~while the door is open~~manufacturing), ~~thereby~~field ~~dropping~~support ~~the~~and ~~temperature~~product ~~inside the chamber~~innovation. ItAs ~~takes~~a ~~some~~result ~~time~~of todifferences ~~return~~in tostructural ~~the~~design ~~adequate~~and ~~temperature,~~building ~~especially~~practices ~~when~~and ~~the ambient temperature is low. Also~~codes, ~~electric power~~PLH’s ~~consumption~~markets istend ~~increased~~ to ~~compensate~~differ ~~the~~by ~~lost heat, and the sauna effect that the user feels diminishes~~region.” ~~1 “The present invention relates to~~Within athese ~~control~~regions, ~~device~~PLH ~~for~~competes awith ~~sauna~~companies ~~facility.~~of ~~More~~varying ~~particularly~~size, ~~the~~several ~~invention~~of ~~relates~~which toalso andistribute ~~infrared~~their ~~ray~~products ~~sauna~~nationally ~~facility~~or ~~that~~internationally. ~~can~~See be“Item ~~conveniently~~1A ~~controlled both from~~— ~~inside~~Risk ~~and outside of the facility by a user of the facility~~Factors.” ~~We have been granted the following patent – “Lower Body Sauna Device” which is described as an invention which relates to a sauna device and more specifically,~~

~~_____________________________________1~~Patents ~~United States~~and ~~Patent,~~Proprietary ~~Patent~~Rights ~~No.: US 6,965,097 B2, Date of Patent: December 15, 2005~~

…We ~~[this]~~currently ~~invention~~own ~~relates~~23 ~~to a sauna device that is adapted for bathing [the] lower half of the human body. In Asia and Europe~~patents, ~~the~~utility ~~practice of~~patents ‘Half Bath’ (immersing the lower half of body in hot or warm water) has been known or believed to have many health benefits. The core idea behind ‘Half Bath’ is to keep the lower half of body warm and ~~the~~design ~~upper half of body cool. By doing~~patents soworldwide, ~~circulation of blood is improved~~ and ~~excess~~we ~~toxins~~have ~~are~~filed ~~purged~~patent ~~out,~~applications ~~thus promoting~~for ~~improvement~~an inadditional ~~overall~~30 ~~health condition~~patents. ~~Even though many people~~ ~~realize~~We ~~and~~hold ~~believe~~patents in ~~the benefits of ‘Half Bath’~~Canada, ~~they find ‘Half Bath’ to be inconvenient in several ways. First~~China, itKorea is time consuming to wait for enough water to gather in your tub. Second, it is not economical as you continue to have to add hot water to maintain appropriate-water temperature.” “[This] invention provide[s] a lower body sauna device that includes a heat chamber that is adapted to enclose the lower body of a user, and ~~a heater provided inside~~ the ~~heat~~ ~~chamber~~U.~~” The advantage of the Lower Body Sauna Device is that the invention does not require heated water because the invention utilizes infrared heaters~~S.

In6 ~~addition, we own 38 trademarks in the following countries: Austria, Benelux, China, Estonia, France, Great Britain, Italy, Korea, Russia, Spain, Switzerland and the U.S.~~

~~Acquisitions~~We ~~and~~have ~~Expansion~~been ~~into~~granted ~~New~~the ~~Markets~~following patent – “Control Device for an Infrared Ray Sauna Facility” which is described as,

An infrared ray sauna facility includes a chamber into which a user can enter and sit. The ~~Company’s~~chamber ~~growth~~has ~~potential~~a ~~depends,~~door to ~~some~~get ~~extent~~into, and a seat for a user. A plurality of infrared ray generating units is installed on ~~its~~the inside ~~ability~~wall of the chamber. A controller for controlling the infrared ray generating units is installed outside the chamber. The user controls the temperature inside the chamber or the operating time of the facility with the controller. …[W]hen the user wants to ~~penetrate~~change ~~new~~the ~~markets~~conditions inside the chamber, ~~both~~such ~~domestically~~as temperature, the user must open the door and ~~internationally~~come out of the chamber to access the controller. ~~See~~The user then goes into the chamber again. A disadvantage is that ~~“Industry~~cold ~~and~~outside ~~Market~~air ~~Trends”~~flows ~~and~~into ~~“Business~~the ~~Strategy~~chamber while the door is open, thereby dropping the temperature inside the chamber.” ~~Therefore~~It takes some time to return to the adequate temperature, especially when the ~~Company~~ambient ~~may~~temperature is low. Also, electric inpower consumption is increased to compensate the ~~future~~lost ~~pursue~~heat, ~~acquisitions~~and ofthe ~~product~~sauna ~~lines~~effect that orthe ~~businesses~~user feels diminishes.” ~~See~~1 “~~Item~~The 1Apresent —invention relates to ~~Risk~~a ~~Factors”~~control ~~and~~device ~~“Item~~for 7a —sauna ~~Management’s~~facility. ~~Discussion~~More ~~and~~particularly, ~~Analysis~~the ofinvention ~~Financial~~relates ~~Condition~~to an infrared ray sauna facility that can be conveniently controlled both from inside and ~~Results~~outside of ~~Operations~~the facility by a user of the facility.” We have been granted the following patent – “Lower Body Sauna Device” which is described as an invention which relates to a sauna device and more specifically,

~~Seasonality~~_____________________________________ ~~and Cyclicality~~

~~PLH~~1 ~~Products’~~United ~~sales~~States ~~are~~Patent, ~~seasonal~~Patent ~~and cyclical~~No.: ~~Operating results~~US ~~vary from quarter to quarter and with economic cycles. PLH maintains high inventory levels and typically ship orders as we receive them~~6,965,097 ~~so we~~B2, ~~operate~~Date ~~with little backlog. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis~~ of ~~Financial~~Patent: ~~Condition~~December ~~and~~15, ~~Results~~2005 ~~of Operations.”~~

~~Environmental~~… [this] invention relates to a sauna device that is adapted for bathing [the] lower half of the human body. In Asia and Europe, ~~Health~~the practice of ‘Half Bath’ (immersing the lower half of body in hot or warm water) has been known or believed to have many health benefits. The core idea behind ‘Half Bath’ is to keep the lower half of body warm and ~~Safety~~the ~~Matters~~upper half of body cool. By doing so, circulation of blood is improved and excess toxins are purged out, thus promoting improvement in overall health condition. Even though many people realize and believe in the benefits of ‘Half Bath’, they find ‘Half Bath’ to be inconvenient in several ways. First, it is time consuming to wait for enough water to gather in your tub. Second, it is not economical as you continue to have to add hot water to maintain appropriate-water temperature.” “[This] invention provide[s] a lower body sauna device that includes a heat chamber that is adapted to enclose the lower body of a user, and a heater provided inside the heat chamber.” The advantage of the Lower Body Sauna Device is that the invention does not require heated water because the invention utilizes infrared heaters.

~~The~~In ~~Company~~addition, iswe ~~subject~~own to38 ~~environmental~~trademarks ~~laws~~in ~~and~~the ~~regulations~~following countries: ~~governing~~Austria, ~~emissions~~Benelux, ~~into~~China, ~~the air~~Estonia, ~~discharges into water~~France, ~~and~~Great ~~generation~~Britain, ~~handling,~~ ~~storage~~Italy, ~~transportation~~Korea, ~~treatment and disposal of waste materials.~~Russia, The Company is also subject to other federal and state laws and regulations regarding health and safety matters. The Company believes that it has obtained all material licenses and permits required by environmentalSpain, ~~health~~Switzerland and ~~safety laws and regulations in connection with~~ the ~~Company’s operations and that its policies and procedures comply in all material respects with existing environmental, health and safety laws and regulations~~U. ~~See “Item 1A — Risk Factors~~S.”

~~Available~~Acquisitions ~~Information~~and Expansion into New Markets

The ~~SEC~~Company’s ~~maintains~~growth anpotential ~~internet site (www.sec.gov) that contains reports~~depends, ~~proxy~~to ~~and~~some ~~information statements~~extent, ~~and~~on ~~other~~its ability ~~information~~to ~~regarding issuers~~penetrate ~~that~~new ~~file~~markets, ~~electronically~~both ~~with~~domestically ~~the~~and ~~SEC~~internationally. ~~The Company makes available, free~~See of“Industry ~~charge,~~and onMarket ~~its~~Trends” ~~website~~and at“Business ~~www~~Strategy.~~simpsonmfg.com,~~” ~~copies of its annual report on Form 10-K~~Therefore, ~~quarterly~~the ~~reports~~Company ~~on Form 10-Q, current reports on Form 8-K, proxy~~may ~~statement,~~in ~~company~~the ~~governance~~future ~~guidelines~~pursue ~~and~~acquisitions ~~code~~ of ~~ethics~~product ~~and~~lines ~~the~~or ~~charters~~businesses. ~~of the~~See ~~Audit,~~“Item ~~the~~1A ~~Compensation~~— Risk Factors” and ~~Leadership~~“Item ~~Development,~~7 ~~and~~— ~~the~~Management’s ~~Governance~~Discussion and ~~Nominating~~ ~~Committees~~Analysis of ~~its Board of Directors. Printed copies of any of these~~Financial ~~materials~~Condition ~~will~~and ~~also~~Results ~~be provided free~~ of ~~charge on request~~Operations.”

~~Item~~Seasonality ~~1A.~~and ~~Risk~~Cyclicality ~~Factors.~~

~~You~~PLH ~~should~~Products’ ~~carefully~~sales ~~consider~~are ~~the~~seasonal ~~following~~and ~~risks~~cyclical. ~~before you~~Operating ~~decide~~results tovary ~~buy~~from orquarter ~~hold~~to ~~shares~~quarter ofand ~~our~~with ~~common~~economic ~~stock~~cycles. IfPLH ~~any~~maintains high ofinventory ~~the~~levels ~~following~~and ~~risks actually~~typically ~~occurs,~~ship ~~our~~orders ~~business,~~as ~~results~~we ofreceive ~~operations~~them, orso ~~financial condition~~we ~~would~~operate ~~likely~~with ~~suffer~~little backlog. InSee ~~such~~“Item ~~case,~~1A ~~the~~— ~~trading~~Risk ~~price~~Factors” ofand ~~our~~“Item ~~common~~7 ~~stock could~~— ~~decline,~~Management’s Discussion and ~~you~~Analysis ~~may lose all or part~~ of ~~the~~Financial ~~money~~Condition ~~you~~and ~~paid~~Results ~~to buy our~~of ~~stock~~Operations.”

~~This and other public reports may contain forward-looking statements based on current expectations~~Environmental, ~~assumptions,~~Health ~~estimates~~ and ~~projections about~~Safety usMatters and our industry. Those forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those forward-looking statements as a result of many factors, as more fully described below and elsewhere in our public reports. We do not undertake to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

~~Worldwide~~The ~~economic~~Company ~~conditions~~is ~~and~~subject ~~credit~~to ~~tightening materially~~environmental laws and ~~adversely~~regulations governing ~~affect~~emissions ~~our~~into ~~business.~~the ~~Our~~air, ~~business~~discharges ~~has~~into ~~been materially~~water, and ~~adversely~~generation, handling, ~~affected~~storage, bytransportation, ~~changes~~treatment inand ~~regional,~~disposal ~~national~~of orwaste ~~global~~materials. ~~economic~~The ~~conditions.~~Company ~~Such~~is ~~changes~~also ~~have~~subject ~~included~~to orother ~~may~~federal ~~include~~and ~~reduced~~state ~~consumer~~laws and regulations ~~spending,~~regarding ~~reduced~~health ~~availability~~and ofsafety ~~capital,~~matters. ~~inflation,~~The ~~deflation,~~Company ~~adverse~~believes ~~changes in~~that ~~interest~~it ~~rates,~~has ~~reduced~~obtained all ~~energy~~material ~~availability~~licenses and ~~increased~~permits ~~energy~~required ~~costs~~by environmental, health and safety ~~government~~laws ~~initiatives~~and toregulations ~~manage~~in ~~economic~~connection ~~conditions.~~with ~~Continuing~~the ~~instability~~Company’s ~~in financial~~operations ~~markets~~ and ~~the~~that ~~deterioration~~its policies ofand ~~other~~procedures ~~national~~comply ~~and~~in ~~global~~all ~~economic conditions~~material ~~may~~respects ~~have~~with ~~further~~existing environmental, ~~material~~health ~~adverse~~and ~~effects~~safety onlaws ~~our~~and ~~operations, financial~~regulations. ~~results~~See or“Item ~~liquidity,~~1A ~~including~~— ~~the~~Risk Factors.” ~~following:~~

•7 the financial stability of our customers or suppliers may be compromised, which could result in additional bad debts for us or non-performance by suppliers; • financial instability of the financial institutions where we have our cash balances invested could result in loss of our principal balance; • one or more of the financial institutions that make available our revolving credit facility may become unable to fulfill their funding obligations, which could materially and adversely affect our liquidity; • it may become even more costly or difficult for us to obtain the agreed or additional financing or to refinance our existing credit facility; and • our assets may be impaired or subject to write down or write off.

~~Uncertainty~~Available ~~about~~Information current global economic conditions may cause consumers of our products to postpone or refrain from spending in response to tighter credit, negative financial news, declines in income or asset values, or other adverse economic events or conditions, which could materially reduce demand for our products and materially and adversely affect our financial condition and operating results. Further deterioration of economic conditions would likely exacerbate these adverse effects, result in wide-ranging, adverse and prolonged effects on general business conditions, and materially and adversely affect our operations, financial results and liquidity.

~~Failure~~The toSEC ~~comply~~maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with ~~industry~~the ~~regulations~~SEC. ~~could~~The ~~result~~Company inmakes available, free ~~reduced~~of ~~sales~~charge, on its website at www.simpsonmfg.com, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statement, company governance guidelines and ~~increased~~code ~~costs~~of ethics and the charters of the Audit, the Compensation and Leadership Development, and the Governance and Nominating Committees of its Board of Directors. Printed copies of any of these materials will also be provided free of charge on request.

~~The~~8 design, capacity and quality of most of our products and manufacturing processes are subject to numerous and extensive regulations and standards promulgated by governmental, quasi-governmental and industry organizations. These regulations and standards are highly technical, complex and subject to frequent revision. If our products or manufacturing processes fail to comply with any regulations or standards, we may not be able to manufacture and market our products profitably. Failure to comply with regulations and standards could therefore materially reduce our sales and increase our costs.

IfITEM we1A ~~fail~~Risk ~~to compete effectively, our revenue and profit margins could decline.~~ FACTORS

WeWorldwide ~~face~~economic aconditions ~~variety~~and ofcredit ~~competition~~tightening materially inand ~~all~~adversely ofaffect ~~the~~our ~~markets~~business. inOur ~~which~~business has been wematerially ~~participate.~~and ~~Many~~adversely ofaffected ~~our~~by ~~competitors~~changes ~~have~~in ~~greater~~regional, ~~financial~~national ~~and~~or ~~other~~global ~~resources~~economic ~~than~~conditions. weSuch ~~do.~~changes Inhave ~~addition~~included or may include reduced consumer spending, ~~other~~reduced ~~technologies~~availability ~~may~~of ~~render~~capital, ~~our~~inflation, ~~products~~deflation, adverse changes ~~obsolete~~in orinterest ~~noncompetitive.~~rates, ~~Other~~reduced ~~companies~~energy ~~may~~availability ~~find~~and ~~our~~increased ~~markets~~energy ~~attractive~~costs, and ~~enter~~government ~~those~~initiatives ~~markets.~~to ~~Competitive~~manage ~~pricing,~~economic ~~including~~conditions. ~~price~~Continuing ~~competition~~instability ~~or the~~in ~~introduction~~financial ofmarkets ~~new~~and ~~products,~~the ~~has~~deterioration inof ~~the~~other ~~past~~national and ~~may~~global ineconomic conditions ~~the~~may ~~future~~ have further material adverse effects on our ~~revenues~~operations, financial ~~and~~results ~~profit~~or ~~margins.~~liquidity, including the following:

~~Our~~• ~~ability~~the tofinancial ~~compete~~stability ~~effectively~~of ~~depends~~our tocustomers aor ~~significant extent~~suppliers onmay ~~the~~be ~~specification~~compromised, which could result in additional bad debts for us or ~~approval~~non-performance by suppliers; • financial instability of the financial institutions where we have our ~~products~~cash bybalances ~~architects, engineers,~~invested ~~building~~could ~~inspectors,~~result ~~building~~in ~~code~~loss ~~officials~~of ~~and~~our ~~customers.~~principal Ifbalance; ~~a significant~~• ~~segment~~one or more of ~~those~~the ~~communities~~financial ~~were~~institutions that make available our revolving credit facility may become unable to ~~decide~~fulfill ~~that~~their ~~the~~funding ~~design~~obligations, ~~materials,~~ ~~manufacturing,~~which ~~testing~~could ormaterially ~~quality~~and ~~control~~adversely ofaffect our ~~products~~liquidity; is• ~~inferior~~ it may become even more costly or difficult for us to ~~that~~obtain ofthe ~~any~~agreed ofor ~~our~~additional ~~competitors,~~financing or to refinance our ~~sales~~existing credit facility; and ~~profits~~• ~~would~~our assets may be ~~materially reduced.~~impaired or subject to write down or write off.

IfUncertainty weabout ~~lose~~current ~~all~~global oreconomic ~~part~~conditions may cause consumers of aour ~~large~~products ~~customer~~to postpone or refrain from spending in response to tighter credit, negative financial news, declines in income or asset values, or other adverse economic events or conditions, which could materially reduce demand for our ~~sales~~products and materially and adversely affect our financial ~~profits~~condition and operating results. Further deterioration of economic conditions would ~~decline~~likely exacerbate these adverse effects, result in wide-ranging, adverse and prolonged effects on general business conditions, and materially and adversely affect our operations, financial results and liquidity.

WeFailure ~~have substantial sales~~ to acomply few large customers. Loss of all or part of our sales to a large customer would have a material adverse effect on our revenues and profits. Our largest customer accounted for 9%, 10% and 10% of net sales for the years ended December 31, 2013, 2012 and 2011, respectively. See Note 14 to the Company’s Consolidated Financial Statements. This customer may endeavor to replace our products in some or all markets, with ~~lower-priced products~~industry ~~supplied~~regulations bycould ~~others~~result or may otherwise reduce its purchases of our products. We also might reduce our dependence on our largest customer by reducing or terminating sales to one or more of the customer’s subsidiaries. Any reduction in~~, or termination of, our sales to this customer would at least~~ ~~temporarily,~~reduced ~~and possibly longer cause a material reduction in our net~~ sales~~, income~~ ~~from operations~~ and ~~net~~increased ~~income~~costs. ~~A reduction in or elimination of our sales to our largest customer, or another of our larger customers, would increase our relative dependence on our remaining large customers.~~

InThe ~~addition~~design, capacity and quality of most of our ~~customers~~products ~~include~~and manufacturing ~~retailers~~processes are subject to numerous and ~~distributors.~~extensive regulations and ~~Retail~~standards promulgated by governmental, quasi-governmental and ~~distribution~~industry organizations. ~~businesses~~These ~~have~~regulations ~~consolidated~~and ~~over~~standards ~~time~~are highly technical, ~~which~~complex ~~could~~and ~~increase~~subject ~~the~~to ~~material~~frequent ~~adverse~~revision. ~~effect~~If ofour ~~losing~~products or manufacturing processes fail to comply with any ofregulations ~~them~~or standards, we may not be able to manufacture and market our products profitably. Failure to comply with regulations and standards could therefore materially reduce our sales and increase our costs.

~~Increases~~If inwe ~~prices~~fail ofto ~~raw~~compete ~~materials~~effectively, ~~could negatively affect~~ our ~~sales~~revenue and ~~profits~~profit margins could decline.

~~Our~~We ~~principal~~face ~~raw~~a ~~material~~variety isof ~~western~~competition ~~cedar~~in ~~wood.~~all ~~The~~of ~~lumber industry~~the ismarkets ~~highly~~in ~~cyclical~~which we participate. ~~Numerous~~Many ~~factors~~of ~~beyond~~ our ~~control,~~competitors ~~such~~have ~~as general~~greater ~~economic~~financial ~~conditions, competition, worldwide demand, material~~ and ~~labor~~other ~~costs,~~resources ~~energy~~than ~~costs,~~we ~~foreign~~do. ~~exchange~~In ~~rates~~addition, ~~import duties and~~ other ~~trade restrictions,~~technologies ~~influence~~may ~~prices~~render ~~for~~ our ~~raw materials. Consolidation among~~products ~~domestic~~obsolete ~~integrated~~or ~~cedar~~noncompetitive. ~~wood~~Other ~~producers,~~companies ~~changes~~may infind ~~supply~~our ~~and demand in lumber~~ markets, ~~changes~~attractive ~~in foreign currency exchange rates~~ and ~~economic conditions, and~~ ~~other~~enter ~~events~~those ~~have led to volatility in lumber costs~~markets. ~~The~~Competitive ~~western~~pricing, ~~cedar~~including ~~wood market~~price iscompetition ~~heavily~~or ~~influenced by three major Canadian and United States~~the ~~manufacturers.~~introduction Weof ~~have~~new ~~not always been able~~products, ~~and~~has in the ~~future~~past weand ~~might~~may ~~not be able, to increase our product prices~~ in ~~amounts~~the ~~that~~future ~~correspond to increases in~~have ~~costs~~material ofadverse ~~raw~~effects ~~materials,~~on ~~without~~our ~~materially~~revenues and ~~adversely~~profit ~~affecting our sales and profits~~margins.

InOur ~~recent~~ability ~~years,~~to ~~however,~~compete weeffectively ~~have~~depends ~~increased~~to ~~our~~a ~~lumber~~significant ~~purchases~~extent inon anthe ~~effort~~specification toor ~~mitigate~~approval ~~the~~of ~~effects~~our ofproducts ~~rising~~by ~~lumber~~architects, engineers, ~~prices~~building inspectors, building code officials and customers. InIf ~~some~~a ~~years~~significant ~~our~~segment ~~sales~~of ~~have~~those ~~declined~~communities ~~with~~were ~~the~~to ~~declines~~decide inthat the ~~housing~~design, materials, ~~and~~manufacturing, ~~financial markets.~~testing Asor aquality ~~result,~~control of our ~~inventory~~products ~~fluctuated~~is ~~substantially. Inventory~~inferior ~~fluctuation~~to ~~can~~that ~~materially~~of ~~and~~any ~~adversely~~of ~~affect~~ our ~~margins~~competitors, ~~cash~~our ~~flow~~sales and profits would be materially reduced.

If we ~~cannot~~lose ~~protect~~all ~~our~~or ~~technology,~~part weof ~~will~~a ~~not~~large becustomer, ~~able~~our tosales and ~~compete~~profits ~~effectively~~would decline.

~~Our~~We ~~ability~~have substantial sales to ~~compete~~a ~~effectively~~few ~~with~~large ~~other~~customers. ~~companies~~Loss ~~depends~~of all inor part onof our ~~ability~~sales to ~~maintain~~a ~~the~~large ~~proprietary~~customer ~~nature~~would ofhave ~~our~~a ~~technology,~~material inadverse effect on ~~part~~our ~~through~~revenues ~~patents~~and profits. WeOur ~~might~~largest ~~not~~customer beaccounted ~~able~~for to9%, ~~protect~~10% orand ~~rely~~10% onof net ~~our~~sales ~~patents. Patents~~for ~~might~~the ~~not~~years ~~issue~~ended ~~pursuant~~December to31, ~~pending~~2013, ~~patent~~2012 ~~applications.~~and ~~Others~~2011, ~~might~~respectively. ~~independently~~See ~~develop~~Note ~~the~~14 ~~same~~to orthe ~~similar~~Company’s ~~technology,~~Consolidated ~~develop~~Financial ~~around~~Statements. ~~the~~This customer ~~patented~~may ~~aspects~~endeavor ofto ~~any~~replace of our products in some or ~~proposed~~all ~~products~~markets, orwith ~~otherwise~~lower-priced ~~obtain~~products ~~access~~supplied toby others or ~~circumvent~~may ~~our~~otherwise ~~proprietary~~reduce ~~technology~~its purchases of our products. We also ~~rely~~might reduce our dependence on our largest customer by ~~unpatented~~reducing ~~proprietary~~or ~~technology~~terminating sales to ~~maintain~~one ~~our~~or ~~competitive~~more ~~position.~~of Wethe ~~might~~customer’s subsidiaries. Any ~~not~~reduction bein, ~~able~~or termination of, our sales to ~~protect~~this customer would at least temporarily, and possibly longer cause a material reduction in our ~~know-how~~net orsales, income ~~other~~from ~~proprietary~~operations ~~information~~and net income. IfA wereduction ~~are~~in or elimination of our ~~unable~~sales to ~~maintain~~our ~~the~~largest ~~proprietary~~customer, ~~nature~~or another of our ~~significant~~larger ~~products~~customers, would increase our ~~sales and~~relative ~~profits~~dependence ~~could~~on beour ~~materially~~remaining ~~reduced~~large customers.

In ~~attempting~~addition, toour ~~protect~~customers ~~our~~include ~~proprietary~~retailers ~~information,~~and wedistributors. ~~sometimes~~Retail ~~initiate lawsuits against competitors~~ and ~~others~~distribution ~~that~~businesses ~~we believe~~ have ~~infringed~~ orconsolidated ~~are~~over ~~infringing our rights. In such an event~~time, ~~the~~which ~~defendant may~~could ~~assert~~increase ~~counterclaims to complicate or delay~~ the ~~litigation~~material ~~or for other reasons. Litigation may be very costly and may result in~~ adverse ~~judgments~~effect ~~that~~of ~~affect our~~losing ~~sales~~any ~~and~~of ~~profits materially and adversely~~them.

~~Our~~9 ~~future growth may depend on our ability to penetrate new domestic and international markets, which could reduce our profitability.~~

~~International~~Increases ~~customs, standards, techniques and methods differ from those~~ in ~~the~~prices ~~United~~of ~~States.~~raw ~~Laws~~materials ~~and~~could ~~regulations~~negatively ~~applicable in new markets~~affect ~~may~~our besales ~~unfamiliar to us. Compliance may be substantially more costly than we anticipate. As a result, we may need to redesign products, or invent or design new products, to compete effectively~~ and ~~profitably in new markets. We expect that we will need significant time, which may be years, to generate substantial sales or~~ profits ~~in new markets~~.

~~Other~~Our ~~significant~~principal ~~challenges~~raw tomaterial ~~conducting~~is ~~business~~western incedar ~~foreign~~wood. The lumber ~~countries~~industry ~~include,~~is ~~among~~highly ~~other~~cyclical. Numerous factors beyond our control, ~~local~~such ~~acceptance~~as general ofeconomic ~~our~~conditions, ~~products~~competition, worldwide demand, material and labor ~~political~~costs, ~~instability~~energy costs, ~~changes~~foreign inexchange rates, import duties and ~~export~~other ~~regulations~~trade restrictions, influence prices for our raw materials. Consolidation among domestic integrated cedar wood producers, changes in ~~tariff~~ supply and ~~freight~~demand ~~rates~~in lumber markets, ~~fluctuations~~changes in foreign currency exchange rates and ~~currency~~economic conditions, and ~~controls~~other events have led to volatility in lumber costs. WeThe ~~might~~western ~~not~~cedar bewood market ~~able~~is toheavily ~~penetrate~~influenced ~~these~~by ~~markets~~three major Canadian and ~~any~~United ~~market~~States ~~penetration~~manufacturers. ~~that~~We ~~occurs~~have ~~might~~ not bealways ~~timely~~been orable, ~~profitable.~~and Ifin the future we domight not be ~~penetrate~~able, ~~these~~to ~~markets~~increase ~~within~~our aproduct ~~reasonable~~prices ~~time,~~in weamounts ~~will~~that becorrespond ~~unable~~ to ~~recoup~~increases in ~~part~~costs ~~or all~~ of ~~the~~raw ~~significant~~materials, ~~investments~~without wematerially ~~will~~and ~~have~~adversely ~~made~~affecting inour ~~attempting~~sales ~~to do~~and soprofits.

WeIn ~~may~~recent ~~decide~~years, however, we have increased our lumber purchases in an effort to ~~dispose~~mitigate the effects of ~~assets~~rising ~~and~~lumber ~~incur~~prices. ~~material~~In some ~~expenses~~years our sales have declined with the declines in ~~doing~~the sohousing and financial markets. As a result, our inventory fluctuated substantially. Inventory fluctuation can materially and adversely affect our margins, cash flow and profits.

WeIf ~~have~~we ~~terminated~~cannot inprotect ~~the~~our ~~past~~technology, ~~and may terminate in the future product lines or businesses if~~ we ~~determine~~will ~~that the cost of operating them is~~ not ~~warranted~~be byable ~~their expected profitability. In addition~~ to ~~employee~~ ~~severance,~~compete lease buy-outs and other shut-down costs, the net realizable value may be substantially less than our carrying cost of the assets of terminated operations, resulting in material costs and materially and adversely affecting our sales, assets, profitability and financial conditioneffectively.

~~Seasons~~Our ~~and~~ability ~~business~~to ~~cycles~~compete ~~affect~~effectively with other companies depends in part on our ~~operating~~ability to maintain the proprietary nature of our technology, in ~~results~~part through patents. We might not be able to protect or rely on our patents. Patents might not issue pursuant to pending patent applications. Others might independently develop the same or similar technology, develop around the patented aspects of any of our products or proposed products, or otherwise obtain access to or circumvent our proprietary technology. We also rely on unpatented proprietary technology to maintain our competitive position. We might not be able to protect our know-how or other proprietary information. If we are unable to maintain the proprietary nature of our significant products, our sales and profits could be materially reduced.

~~Our~~In ~~sales~~attempting ~~are~~to ~~seasonal,~~protect ~~with~~our ~~operating~~proprietary ~~results~~information, ~~varying from~~we ~~quarter~~sometimes toinitiate ~~quarter.~~lawsuits ~~With~~against ~~some~~competitors ~~exceptions,~~and ~~our~~others ~~sales~~that ~~and~~we ~~income~~believe have ~~historically~~ ~~been~~infringed ~~higher~~or inare ~~the~~infringing ~~first~~our ~~and~~rights. ~~fourth~~In ~~quarters~~such ~~than~~an inevent, the ~~second~~defendant ~~and third~~may ~~quarters~~assert ofcounterclaims ~~the~~to ~~year,~~complicate asor ~~customers~~delay ~~purchase materials in~~ the ~~early~~litigation ~~spring~~or ~~and winter months~~ for ~~the~~other ~~construction and manufacturing season~~reasons. ~~In addition,~~ ~~weather~~Litigation ~~conditions,~~may ~~such~~be asvery ~~unseasonably~~costly ~~warm, cold or wet weather, which affect,~~ and ~~sometimes~~may ~~delay~~result orin ~~accelerate~~adverse ~~installation~~judgments ofthat ~~some of our products, significantly~~ affect our ~~results~~sales ~~of operations. Political~~ and ~~economic~~profits ~~events can~~materially ~~also affect our sales~~ and ~~profitability~~adversely.

WeOur ~~have~~future ~~little~~growth ~~control over the timing of customer purchases. Sales that we anticipate in one quarter~~ may ~~occur~~depend inon ~~another quarter, affecting both quarters’ results. In addition, we incur significant expenses as we develop, produce and market~~ our ~~products~~ability into ~~anticipation~~penetrate ~~of future orders. We~~new ~~maintain~~domestic ~~high inventory levels~~ and ~~typically~~international ~~ship orders as we receive them~~markets, ~~so we~~which ~~operate~~could ~~with~~reduce ~~little backlog. As a result, net sales in any quarter generally depend on orders booked and shipped in that quarter. A significant portion of~~ our ~~operating expenses is fixed~~profitability. ~~Planned expenditures are based primarily on~~ ~~sales forecasts. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations.~~

~~Our~~International ~~principal~~customs, ~~markets~~standards, ~~are~~techniques ~~in the sauna~~ and ~~construction~~methods differ ~~industry.~~from ~~That~~those ~~industry~~in isthe ~~subject~~United toStates. ~~significant~~Laws ~~volatility due to economical~~ and ~~real~~regulations ~~estate~~applicable ~~market cycles, fluctuations~~ in ~~interest~~new ~~rates, the availability,~~markets ormay ~~lack~~be ~~thereof,~~unfamiliar ~~of credit~~ to ~~builders and developers, inflation rates, weather, and other factors and trends~~us. ~~None~~Compliance ofmay ~~these~~be ~~factors~~substantially orcostlier ~~trends~~than ~~is within our~~we ~~control~~anticipate. ~~Declines~~As ina ~~commercial and residential construction~~result, ~~such~~we asmay ~~housing starts,~~need ~~and~~to ~~remodeling~~redesign ~~projects have reduced~~products, ~~and~~or ininvent ~~the~~or ~~future can be expected~~design tonew ~~reduce~~products, ~~the~~to ~~demand~~compete ~~for~~effectively ~~our~~and ~~products.~~profitably ~~Negative~~in ~~economic~~new ~~or construction industry performance adversely affects our business~~markets. ~~Declines~~We ~~in construction~~expect ~~activity~~that orwe ~~demand~~will ~~for~~need ~~our~~significant ~~products~~time, ~~have~~which ~~materially~~may ~~and~~be ~~adversely affected~~years, ~~and could~~to ingenerate ~~the~~substantial sales ~~future~~or ~~materially~~profits ~~and~~in ~~adversely~~new ~~affect, our sales and profitability~~markets.

~~Product~~Other ~~liability~~significant ~~claims~~challenges ~~and~~to ~~product~~conducting ~~recalls~~business ~~could~~in ~~harm~~foreign countries include, among other factors, local acceptance of our products, ~~reputation~~political instability, ~~sales~~changes in import and ~~financial~~export ~~condition~~regulations, changes in tariff and freight rates, fluctuations in foreign exchange rates and currency controls. We might not be able to penetrate these markets and any market penetration that occurs might not be timely or profitable. If we do not penetrate these markets within a reasonable time, we will be unable to recoup part or all of the significant investments we will have made in attempting to do so.

We ~~design~~may ~~and~~decide ~~manufacture~~to ~~most~~dispose of ~~our~~assets ~~standard products~~ and ~~expect~~ toincur ~~continue to do so, although we buy raw materials and some manufactured~~material ~~products~~expenses ~~from others. We have on occasion found flaws and deficiencies~~ in ~~the manufacturing,~~doing ~~design or testing of our products~~so. We also have on occasion found flaws and deficiencies in raw materials and finished goods produced by others. Some flaws and deficiencies have not been apparent until after the products were installed by customers.

~~Even~~We ifhave aterminated ~~flaw~~in orthe ~~deficiency~~past isand ~~discovered~~may ~~before~~terminate ~~any~~in ~~damage~~the orfuture ~~injury~~product ~~occurs,~~lines weor ~~may~~businesses ~~need~~if towe ~~recall~~determine ~~products,~~that ~~and~~the wecost ~~may~~of beoperating ~~liable~~them ~~for any~~is ~~costs~~not ~~necessary~~warranted toby ~~replace~~their ~~recalled~~expected ~~products~~profitability. orIn ~~retrofit~~addition ~~the~~to ~~affected~~employee ~~structures.~~severance, ~~Any~~lease ~~such~~buy-outs ~~recall~~and orother ~~retrofit~~shut-down ~~could~~costs, ~~entail~~the ~~substantial~~net ~~costs~~realizable ~~and~~value ~~adversely~~may ~~affect~~be ~~our~~substantially ~~reputation,~~less ~~sales~~than ~~and~~our ~~financial~~carrying ~~condition.~~cost Weof dothe ~~not~~assets ~~carry~~of terminated ~~insurance~~operations, ~~against~~resulting ~~recall~~in material costs orand ~~the~~materially ~~adverse~~and ~~business~~adversely ~~effect of a recall, and~~affecting our ~~product~~sales, ~~liability~~assets, ~~insurance~~profitability ~~may~~and ~~not~~financial ~~cover retrofit costs~~condition.

~~Claims~~10 resulting from a natural disaster might be made against us with regard to damage or destruction of structures incorporating our products. Any such claims, if asserted, could materially and adversely affect our business and financial condition.

~~Claims~~Seasons ~~that~~and webusiness ~~infringe~~cycles ~~intellectual~~affect ~~property rights of others may materially increase~~ our ~~expenses and reduce our profits~~operating results.

~~Other~~Our ~~parties~~sales ~~have~~are inseasonal, ~~the~~with ~~past~~operating ~~and~~results ~~may~~varying ~~in the future claim that~~from ~~our~~quarter ~~products~~to orquarter. ~~processes~~With ~~infringe~~some ~~their~~exceptions, ~~patent~~our ~~rights~~sales and ~~other~~income ~~intellectual~~have historically ~~property~~been ~~rights.~~higher Wein ~~may~~the ~~incur~~first ~~substantial~~and ~~costs~~fourth ~~and~~quarters ~~liabilities~~than in ~~investigating,~~ ~~defending~~the second and ~~resolving~~third quarters ~~such~~of ~~claims,~~the ~~whether or not they are meritorious~~year, ~~which~~as ~~may~~customers ~~materially~~purchase ~~reduce~~materials ~~our~~in ~~profitability~~the ~~and~~early ~~materially~~spring and ~~adversely~~winter ~~affect~~months ~~our~~for ~~business~~the ~~and~~construction ~~financial condition. Litigation can be disruptive to normal business operations~~ and ~~may~~manufacturing ~~result in adverse rulings or decisions~~season. IfIn ~~any such infringement claim is asserted against us~~addition, ~~we may be~~ ~~required~~weather toconditions, ~~obtain~~such aas ~~license~~unseasonably ~~or cross-license~~warm, ~~modify~~cold ~~our existing technology~~ or ~~design~~ awet ~~new non-infringing technology~~weather, ~~any of~~ which affect, ~~could be costly~~ and ~~time-consuming.~~ Asometimes ~~ruling~~delay ~~against~~or usaccelerate ininstallation anof ~~infringement~~some ~~lawsuit~~of ~~could~~our ~~include an~~products, ~~injunction~~significantly ~~barring~~affect our ~~production~~results ~~or sale~~ of ~~any infringing product~~operations. APolitical ~~damage award against us could include an award of royalties or lost profits~~ and, ifeconomic ~~the~~events ~~court~~can ~~finds~~also ~~willful~~affect ~~infringement,~~our ~~treble~~sales ~~damages~~ and ~~attorneys’ fees~~profitability.

~~Complying~~We orhave ~~failing~~little tocontrol ~~comply~~over ~~with~~the ~~environmental~~timing of customer purchases. Sales that we anticipate in one quarter may occur in another quarter, ~~health~~affecting both quarters’ results. In addition, we incur significant expenses as we develop, produce and ~~safety~~market ~~laws~~our products in anticipation of future orders. We maintain high inventory levels and ~~regulations~~typically ~~could~~ship ~~affect~~orders usas ~~materially~~we receive them, so we operate with little backlog. As a result, net sales in any quarter generally depend on orders booked and ~~adversely~~shipped in that quarter. A significant portion of our operating expenses is fixed. Planned expenditures are based primarily on sales forecasts. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations.

WeOur principal markets are in the sauna and construction industry. That industry is subject to ~~environmental~~significant ~~laws~~volatility ~~and~~due ~~regulations~~to ~~governing~~economical ~~emissions~~and ~~into~~real ~~the~~estate ~~air~~market cycles, ~~discharges~~fluctuations ~~into~~in ~~water~~interest rates, ~~and~~the ~~generation~~availability, or ~~handling~~lack thereof, ~~storage~~ of credit to builders and developers, ~~transportation~~inflation rates, ~~treatment~~weather, and other factors and ~~disposal~~trends. None of ~~waste~~these ~~materials~~factors or trends is within our control. WeDeclines ~~are~~in ~~also~~commercial and residential construction, such as housing ~~subject~~starts, and remodeling projects have reduced, and in the future can be expected to ~~other~~reduce, ~~federal~~the demand for our products. Negative economic or construction industry performance adversely affects our business. Declines in construction activity or demand for our products have materially and ~~state~~adversely ~~laws~~affected, and could ~~regulations~~in ~~regarding~~the ~~health~~future materially and ~~safety~~ ~~matters~~adversely affect, our sales and profitability.

~~Our~~Product ~~manufacturing~~liability ~~operations~~claims ~~involve the use of solvents, chemicals, oils~~ and ~~other~~product ~~materials~~recalls ~~that~~could ~~are~~harm ~~regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used. Some of~~ our ~~products~~ ~~also incorporate materials that are hazardous or toxic in some forms~~reputation, ~~such~~sales ~~as zinc~~ and ~~lead~~financial ~~used in some steel galvanizing processes, chemicals used in our acrylic and epoxy anchoring products, and chemicals used in our concrete repair, strengthening and protecting products~~condition.

IfWe wedesign ~~do not obtain all material licenses~~ and ~~permits~~manufacture ~~required by~~most ~~environmental,~~of ~~health~~our ~~and~~standard ~~safety~~products ~~laws~~ and expect ~~regulations,~~to wecontinue ~~may be subject~~ to ~~regulatory~~ ~~action~~do byso, ~~governmental~~although ~~authorities.~~we Ifbuy ~~our~~raw ~~policies~~materials and ~~procedures~~some domanufactured ~~not~~products ~~comply~~from inothers. ~~all~~We ~~respects~~have ~~with~~on ~~existing~~occasion ~~environmental,~~found ~~health~~flaws and ~~safety~~deficiencies ~~laws and~~in ~~regulations~~the manufacturing, ~~our~~design ~~activities~~or ~~might~~testing ~~violate~~of ~~such~~our ~~laws and regulations~~products. ~~Even~~We ~~if our~~also ~~policies~~have ~~and~~on ~~procedures~~occasion ~~do comply, but our employees fail or neglect to~~found ~~follow~~flaws ~~them~~and deficiencies in ~~all~~raw ~~respects,~~materials weand ~~might~~finished ~~incur~~goods ~~similar~~produced ~~liability~~by others. Some ~~Relevant~~flaws ~~laws~~ and ~~regulations~~ ~~could~~deficiencies ~~change~~have ornot ~~new~~been ~~ones~~apparent ~~could~~until beafter ~~adopted~~the ~~that~~products ~~require us to obtain~~were ~~additional~~installed ~~licenses~~by ~~and permits and cause us to incur substantial expense~~customers.

~~Any~~Even ~~change~~if ina ~~laws~~flaw or ~~regulations,~~deficiency is discovered before any ~~legal~~damage or ~~regulatory~~ ~~violations~~injury occurs, orwe ~~any~~may ~~contamination~~need to recall products, and we may be liable for any costs necessary to replace recalled products or retrofit the affected structures. Any such recall or retrofit could ~~materially~~entail ~~and~~substantial costs and adversely affect our ~~business~~ reputation, sales and financial condition. We do not carry insurance against recall costs or the adverse business effect of a recall, and our product liability insurance may not cover retrofit costs.

WeClaims ~~depend~~resulting onfrom ~~key~~a ~~management~~natural ~~and~~disaster ~~technical~~might ~~personnel,~~be ~~the~~made against ~~loss~~us ofwith ~~whom~~regard ~~could~~to ~~harm~~damage ~~our~~or ~~business.~~destruction Weof ~~depend~~structures onincorporating our ~~key management and~~ ~~technical personnel~~products. ~~The~~Any ~~loss~~such ofclaims, ~~one~~if orasserted, ~~more key employees~~ could materially and adversely affect our usbusiness and financial condition.

~~Our~~Claims ~~success~~that ~~also~~we ~~depends~~infringe onintellectual ~~our~~property ~~ability~~rights ~~to attract and retain highly qualified technical, marketing and management personnel necessary for the maintenance and expansion~~ of ~~our activities. We face strong competition for such~~ ~~personnel~~others ~~and~~ may ~~not~~materially beincrease ~~able to attract or retain such personnel. In addition, when we experience periods with little or no profits, a decrease in compensation based on~~ our ~~profits~~expenses ~~may make it difficult to attract~~ and ~~retain~~reduce ~~highly qualified~~our ~~personnel~~profits.

~~Any~~Other ~~work~~parties ~~stoppage~~have in the past and may in the future claim that our products or ~~interruption~~processes byinfringe ~~employees~~their ~~could~~patent rights and other intellectual property rights. We may incur substantial costs and liabilities in investigating, defending and resolving such claims, whether or not they are meritorious, which may materially reduce our profitability and materially and adversely affect our business and financial condition. Litigation can be disruptive to normal business operations and may result in adverse rulings or decisions. If any such infringement claim is asserted against us, we may be required to obtain a license or cross-license, modify our existing technology or design a new non-infringing technology, any of which could be costly and time-consuming. A ruling against us in an infringement lawsuit could include an injunction barring our production or sale of any infringing product. A damage award against us could include an award of royalties or lost profits and, if the court finds willful infringement, treble damages and attorneys’ fees.

AComplying ~~work stoppage~~ or ~~interruption~~failing byto acomply ~~significant~~with ~~number~~environmental, ~~of our~~health ~~employees~~and ~~could~~safety ~~have~~laws ~~a material~~ and ~~adverse~~regulations ~~effect~~could onaffect ~~our~~us ~~sales~~materially and ~~profitability.~~ adversely.

~~International~~We ~~operations~~are ~~expose~~subject usto environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. We are also subject to ~~foreign~~other ~~exchange~~federal ~~rate~~and state laws and regulations regarding health and ~~risk~~safety matters. Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used. Some of our products also incorporate materials that are hazardous or toxic in some forms, such as zinc and lead used in some steel galvanizing processes, chemicals used in our acrylic and epoxy anchoring products, and chemicals used in our concrete repair, strengthening and protecting products.

We11 have foreign exchange rate risk in our international operations and through purchases from foreign vendors. We do not currently hedge this risk. Changes in currency exchange rates could materially and adversely affect our sales and profitability.

~~Natural~~If ~~disasters~~we ~~could~~do ~~decrease~~not obtain all material licenses and permits required by environmental, health and safety laws and regulations, we may be subject to regulatory action by governmental authorities. If our ~~manufacturing~~policies and procedures do ~~capacity~~not comply in all respects with existing environmental, health and safety laws and regulations, our activities might violate such laws and regulations. Even if our policies and procedures do comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability. Relevant laws and regulations could change or new ones could be adopted that require us to obtain additional licenses and permits and cause us to incur substantial expense.

~~Our~~Any ~~current~~change ~~manufacturing facilities are located~~ in ~~geographic regions~~laws ~~that have not experienced major natural disasters, such as earthquakes, floods and hurricanes. However, heavy snow storm may occur in some winter times. Our disaster recovery plan is adequate~~ or effective. We do not carry earthquake insurance. Other insurance that we carry is limited in the risks covered and the amount of coverage. Our insurance would be adequate to cover all of our resulting costsregulations, ~~business~~any ~~interruption~~legal ~~and lost profits when a major natural disaster occurs. A natural disaster rendering one~~ or ~~more of our manufacturing~~regulatory ~~facilities totally or partially unusable~~violations, ~~whether~~ or ~~not~~any ~~covered by insurance~~contamination, ~~would~~ could materially and adversely affect our business and financial condition.

~~Additional~~We ~~financing,~~depend ifon ~~needed,~~key tomanagement ~~fund~~and ~~our~~technical ~~working capital~~personnel, ~~growth~~the loss orof ~~acquisitions~~whom ~~may~~could ~~not~~harm beour ~~available on reasonable terms, or at all~~business.

IfWe ~~our~~depend ~~cash~~on ~~requirements~~our ~~for~~key ~~working~~management ~~capital~~and ortechnical topersonnel. ~~fund our~~The ~~growth~~loss ~~increase to a level that exceeds the amount~~ of ~~cash~~one ~~that we generate from operations,~~ or ~~if we should decide to make an acquisition that requires~~ more ~~cash~~ ~~than~~key weemployees ~~have~~could ~~available~~materially ~~internally~~ and ~~through~~adversely ~~our~~affect ~~current credit arrangements, we will need to seek additional financing~~us. ~~In that event, we may need to enter into additional or new borrowing arrangements or consider equity financing.~~

~~Additional~~Our orsuccess ~~new~~also ~~borrowings~~depends ~~may not be available~~ on ~~reasonable terms,~~our ~~or at all. Our~~ ability to ~~raise~~attract ~~money by issuing~~ and ~~selling shares of~~retain ~~our~~highly ~~common~~qualified ortechnical, ~~preferred~~marketing ~~stock~~and ~~would~~management ~~depend~~personnel onnecessary ~~general~~for ~~market~~the maintenance ~~conditions~~ and ~~the demand~~expansion ~~for~~of our ~~stock~~activities. We ~~may~~face bestrong ~~unable~~competition tofor ~~raise~~such personnel ~~adequate~~and ~~capital~~may onnot ~~reasonable terms~~be byable ~~selling~~to ~~stock.~~attract Ifor weretain ~~sell~~such ~~stock,~~personnel. ~~our~~In ~~existing~~addition, when ~~stockholders~~we ~~could~~ experience ~~substantial~~periods ~~dilution.~~with ~~Our~~little ~~inability~~or tono ~~secure~~profits, ~~additional~~a ~~financing~~decrease in compensation ~~could~~based ~~prevent~~on ~~the~~our ~~expansion~~profits ofmay ~~our~~make ~~business,~~it ~~internally~~difficult to attract and ~~through~~retain highly ~~acquisitions~~qualified personnel.

Any ~~issuance~~work ofstoppage ~~preferred~~or ~~stock~~interruption ~~may~~by ~~dilute~~employees ~~your investment~~could materially and ~~reduce~~adversely ~~funds~~affect ~~available~~our ~~for~~business ~~dividends~~and financial condition.

~~Our~~A ~~Board~~work ofstoppage ~~Directors~~or isinterruption ~~authorized~~ by ~~our~~a ~~Certificate~~significant ~~of Incorporation~~number ~~to determine the terms~~ of ~~one or more series of preferred stock and to authorize the issuance of shares of any such series on such terms as~~ our ~~Board~~employees ~~of Directors may approve. Any such issuance~~ could behave ~~used~~a tomaterial ~~impede~~and ~~an acquisition~~adverse ofeffect ~~our~~on ~~business that~~ our ~~Board~~sales ~~of Directors does not approve, further dilute the equity investments of holders of our common stock~~ and ~~reduce~~ ~~funds available for the payment of dividends to holders of our common stock~~profitability.

~~Our~~International ~~stock~~operations ~~price~~expose isus ~~likely~~ to beforeign ~~volatile~~exchange ~~and could drop.~~rate risk.

~~The~~We ~~trading~~have ~~price~~foreign ofexchange ~~our~~rate ~~common~~risk ~~stock could be subject to wide fluctuations~~ in ~~response to period-to-period variations in operating results, changes in earnings estimates by analysts, announcements of technological innovations or new products by us or~~ our ~~competitors, general conditions in the~~international ~~sauna~~operations and ~~construction~~through ~~materials~~purchases ~~industries,~~from ~~relatively~~foreign ~~low trading volume in our common stock and other events or factors~~vendors. InWe ~~addition,~~do ~~the~~not ~~stock~~currently ~~market is~~hedge ~~subject~~this ~~to extreme price fluctuations~~risk. ~~This~~Changes ~~volatility~~in ~~has~~currency ~~had~~exchange arates ~~substantial effect~~could ~~on the market prices of securities issued by many companies for reasons unrelated to the operating performance of those companies. Securities market fluctuations may~~ materially and adversely affect ~~the~~our ~~market~~sales ~~price~~and ~~of our common stock~~profitability.

~~Future~~Natural ~~sales~~disasters ~~of common stock~~ could ~~adversely~~decrease ~~affect~~ our ~~stock~~ ~~price~~manufacturing capacity.

Our ~~issuance~~current ofmanufacturing ~~substantial~~facilities ~~amounts~~are oflocated ~~our~~in ~~common~~geographic regions ~~stock~~that ~~could~~have not experienced major natural disasters, such as earthquakes, ~~adversely~~floods ~~affect~~and ~~the~~hurricanes. ~~prevailing~~However, ~~market~~heavy ~~price~~snow ~~for~~storm ~~our~~may ~~common~~occur ~~stock~~in some winter times. Our Ifdisaster arecovery plan is adequate or effective. We do not carry earthquake ~~substantial~~insurance. ~~number~~Other ofinsurance ~~shares~~that ~~were~~we ~~sold~~carry is limited in the ~~public~~risks ~~market~~covered ~~pursuant~~and tothe amount ~~Rule~~of ~~144 or~~coverage. onOur ~~exercise~~insurance would be adequate to cover all of ~~options~~our resulting costs, ~~the~~business ~~trading~~interruption ~~price~~and lost profits when a major natural disaster occurs. A natural disaster rendering one or more of our ~~common~~manufacturing facilities ~~stock~~totally inor ~~the~~partially ~~public~~unusable, whether or not covered by insurance, ~~market~~would ~~could~~materially beand adversely ~~affected~~affect our business and financial condition.

WeAdditional ~~are~~financing, ~~subject~~if needed, to afund ~~number~~our ~~of significant risks that might~~working ~~cause~~capital, ~~our~~growth ~~actual~~or ~~results~~acquisitions tomay ~~vary~~not ~~materially~~be ~~from~~available ~~our~~on ~~plans~~reasonable terms, ~~targets~~ or at ~~projections,~~all. ~~including:~~

•If ~~lack~~our ofcash ~~market~~requirements ~~acceptance~~for ofworking ~~new~~capital ~~products;~~or ~~• failing~~ to ~~develop~~fund ~~new~~our growth ~~products~~increase ~~with~~to ~~significant~~a ~~market~~level ~~potential;~~that •exceeds ~~increased~~the ~~labor~~amount ~~costs,~~of ~~including~~cash ~~significant~~that ~~increases~~we ingenerate ~~worker’s compensation insurance premiums and health care benefits; • failing to increase~~from operations, or ~~even~~if ~~maintain,~~we ~~sales~~should ~~and~~decide ~~profits; • failing~~ to ~~anticipate,~~make ~~appropriately~~an ~~invest~~acquisition inthat ~~and~~requires ~~effectively~~more cash ~~manage~~than ~~the~~we ~~human,~~have ~~information~~available ~~technology~~internally and ~~logistical~~through ~~resources necessary to support the growth of~~ our ~~business,~~current ~~including managing the costs associated with such resources; • failing to integrate~~credit arrangements, ~~leverage~~we ~~and~~will ~~generate~~need ~~expected rates of return on investments, including expansion of existing businesses and expansion through acquisitions; • failing~~ to ~~generate~~seek ~~sufficient~~additional ~~future~~financing. ~~positive~~In ~~operating~~that ~~cash flows and~~event, ifwe ~~necessary,~~may need ~~secure adequate external financing~~ to ~~fund~~enter ~~our~~into ~~growth;~~additional ~~and~~or •new ~~interruptions~~borrowing inarrangements ~~service~~or byconsider ~~common carriers that ship goods within our distribution channels~~equity financing.

IfAdditional weor ~~change~~new ~~significantly~~borrowings ~~the~~may ~~location,~~not ~~nature~~be available on reasonable terms, or ~~extent~~at all. Our ability to raise money by issuing and selling shares of ~~some~~our ofcommon or preferred stock would depend on general market conditions and the demand for our ~~manufacturing~~stock. ~~operations,~~We may be unable to raise adequate capital on reasonable terms by selling stock. If we ~~may~~sell ~~reduce~~stock, our ~~net~~existing ~~income~~stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

IfAny weissuance ~~decide to change significantly the location, nature or extent~~ of apreferred ~~portion~~stock ~~of our manufacturing operations, we~~ may ~~need~~dilute toyour ~~record an~~investment ~~impairment~~and ofreduce ~~our~~funds ~~goodwill.~~available ~~Other~~for ~~changes or events in the future could further impair our recorded goodwill, which could also materially and adversely affect our profitability~~dividends.

~~Failure~~Our Board of Directors is authorized by our ~~internal~~Certificate ~~control~~of Incorporation ~~over~~to ~~financial~~determine ~~reporting~~the terms of one or more series of preferred stock and to authorize the issuance of shares of any such series on such terms as our Board of Directors may approve. Any such issuance could ~~harm~~be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and ~~financial~~reduce funds ~~results.~~available for the payment of dividends to holders of our common stock.

~~Our~~12 management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes:

•Our ~~maintaining~~stock ~~records~~price ~~that~~is inlikely ~~reasonable~~to ~~detail~~be ~~accurately~~volatile and fairly reflect our transactions; • providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements; • providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and • providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could ~~have a material effect on our consolidated financial statements would be prevented or detected on a timely basis~~drop.

~~Because~~The trading price of ~~the~~our ~~inherent~~common ~~limitations~~stock ofcould ~~internal~~be ~~control,~~subject ~~our~~to wide ~~internal~~fluctuations ~~control~~in ~~over~~response ~~financial~~to ~~reporting~~period-to-period ~~might~~variations ~~not~~in ~~detect~~operating ~~or prevent~~results, ~~misstatement~~changes ofin ~~our~~earnings ~~consolidated~~estimates ~~financial~~by ~~statements.~~analysts, ~~Our~~announcements ~~growth~~of ~~and~~technological innovations ~~entry~~or ~~into~~ new products by us or our competitors, ~~globally~~general ~~dispersed~~conditions ~~markets~~in ~~puts~~the sauna ~~significant~~and ~~additional~~construction ~~pressure~~materials onindustries, ~~our~~relatively low trading volume in ~~system~~our ofcommon ~~internal~~stock ~~control~~and ~~over~~other ~~financial~~events ~~reporting~~or factors. ~~Failure~~In addition, the stock market is subject to ~~maintain~~extreme anprice fluctuations. This volatility has had a substantial ~~effective~~effect ~~system~~on ofthe ~~internal~~market ~~control~~prices ~~over~~of ~~financial~~securities ~~reporting~~issued ~~could~~by ~~limit~~many ~~our~~companies for reasons ~~ability~~unrelated to ~~report~~the ~~our~~operating ~~financial~~performance ~~results~~of ~~accurately~~those ~~and~~companies. ~~timely~~Securities ormarket fluctuations tomay ~~detect~~materially and ~~prevent~~ ~~fraud~~adversely affect the market price of our common stock.

~~Failure~~Future sales of ~~our~~common ~~accounting~~stock ~~systems~~ could ~~harm~~adversely ~~our~~affect ~~business~~our ~~and~~stock ~~financial results~~price.

WeOur ~~have~~issuance ~~implemented~~of asubstantial ~~commercially~~amounts ~~available~~of ~~SBT~~our ~~third-party accounting~~common ~~software~~stock ~~system, initially focused on replacing our internally~~could ~~developed~~adversely ~~general~~affect ~~ledger~~the ~~and~~prevailing ~~purchasing~~market ~~and~~price ~~payables systems,~~ for ~~use in~~ our ~~operations~~ incommon ~~the United States, Europe and Asia~~stock. ~~Any~~If ~~errors or defects in, or~~a ~~unavailability~~substantial ~~of,~~number ~~third-party software or our implementation~~ of ~~the~~shares ~~systems, could~~were ~~result~~sold in ~~errors~~the inpublic ~~our~~market ~~financial~~pursuant ~~statements, which could materially and adversely affect our business. If we continue~~ to ~~use~~Rule ~~our other internally~~144 ~~developed~~or ~~accounting~~on ~~systems~~exercise ~~and~~of ~~they~~options, ~~are~~the ~~not~~trading ~~able~~price toof ~~accommodate~~ our ~~future business~~common ~~needs,~~stock orin ifthe ~~we find that they or any new systems we may implement~~public ~~contain~~market ~~errors or defects, our business and financial condition~~ could be ~~materially~~ ~~and~~ adversely affected.

~~Our~~We ~~international~~are ~~operations~~subject ~~may~~to bea ~~materially~~number ~~and~~of ~~adversely~~significant risks that might ~~affected~~cause byour ~~factors~~actual ~~beyond~~results to vary materially from our ~~control.~~plans, targets or projections, including:

~~Economic,~~• ~~social~~lack ~~and~~of ~~political~~market ~~conditions,~~acceptance ~~laws,~~of ~~practices~~new ~~and customs~~products; ~~vary~~• ~~widely~~failing ~~among~~to ~~the~~develop ~~countries~~new ~~where~~products wewith ~~produce~~significant ormarket ~~sell~~potential; ~~our~~• ~~products. Our~~increased ~~operations~~labor ~~outside~~costs, ofincluding ~~the~~significant ~~United~~increases ~~States~~in ~~are~~worker’s ~~subject~~compensation toinsurance apremiums ~~number~~and ofhealth ~~risks~~care ~~and potential~~benefits; ~~costs,~~• ~~including,~~failing ~~for~~to ~~example~~increase, ~~lower~~or ~~profit~~even ~~margins~~maintain, ~~less~~sales ~~protection of~~and ~~intellectual~~profits; ~~property~~• ~~and~~failing ~~economic~~to anticipate, ~~political~~appropriately invest in and ~~social~~effectively ~~uncertainty~~manage inthe ~~some countries.~~human, ~~Our~~information ~~sales~~technology and ~~profits~~logistical ~~depend,~~resources innecessary ~~part,~~to onsupport the growth of our ~~ability~~business, toincluding ~~develop~~managing ~~and implement~~the ~~policies~~costs ~~and~~associated ~~strategies~~with ~~that~~such ~~effectively~~resources; ~~anticipate~~• ~~and~~failing ~~manage~~to ~~these~~ integrate, leverage and ~~other~~generate ~~risks~~expected inrates ~~the~~of ~~countries~~return ~~where~~on weinvestments, doincluding ~~business.~~expansion ~~These~~of existing businesses and ~~other~~expansion ~~risks~~through ~~may materially~~acquisitions; ~~and~~• ~~adversely~~failing ~~affect~~to ~~our~~generate ~~operations~~sufficient infuture ~~any~~positive ~~particular~~operating ~~country~~cash flows and, ~~our business~~if asnecessary, asecure ~~whole.~~adequate ~~Inflation~~external infinancing ~~emerging~~to ~~markets~~fund ~~also~~our ~~makes~~growth; ~~our~~and ~~products~~• ~~more expensive~~interruptions ~~there~~in ~~and~~service ~~increases~~by ~~the~~common ~~market~~carriers ~~and~~that ~~credit~~ship ~~risks~~goods towithin ~~which~~our wedistribution ~~are exposed~~channels.

~~Failure~~If towe ~~comply~~change ~~with~~significantly ~~export,~~the ~~import~~location, ~~and~~nature ~~sanctions~~or ~~laws~~extent of ~~and~~some ~~regulations~~of ~~could~~our ~~affect~~manufacturing usoperations, ~~materially~~we ~~and~~may ~~adversely.~~reduce our net income.

WeIf ~~are~~we ~~subject~~decide to achange ~~number~~significantly ofthe ~~export~~location, ~~import~~nature ~~and economic~~or ~~sanction~~extent ~~regulations,~~of ~~including~~a ~~the~~portion ~~International~~of ~~Traffic~~our inmanufacturing ~~Arms Regulations (the “ITAR”)~~operations, ~~the~~we ~~Export~~may ~~Administration~~need ~~Regulations~~to ~~(the~~record ~~“EAR”) and U.S.~~an ~~sanction~~impairment ~~regulations~~of ~~administered~~our ~~by the U~~goodwill.S. ~~Department~~Other ofchanges ~~Treasury,~~or ~~Office~~events ~~of Foreign~~in ~~Assets~~the ~~(“OFAC”).~~future ~~Foreign~~could ~~governments~~further impair ~~where~~our werecorded ~~have~~goodwill, ~~operations~~which could also ~~implement~~ ~~export,~~materially ~~import~~ and ~~sanction~~adversely ~~laws~~affect our ~~and regulations~~profitability.

IfFailure weof doour ~~not~~internal ~~obtain~~control ~~all~~over ~~necessary~~financial ~~import and export licenses~~reporting ~~required~~could byharm applicable export and import regulations, including the ITAR and the EAR, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our ~~export or import privileges suspended. If we conduct~~ business with any countries, entities or individuals sanctioned by OFAC or any equivalent foreign regulation or law, or otherwise fail to comply in any manner with applicable sanction regulations or laws, we may be subject to fines, penalties and ~~other~~financial ~~regulatory action~~results. ~~Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.~~

~~Any~~Our ~~change~~management inis ~~applicable~~responsible ~~export,~~for ~~import~~establishing orand ~~sanction~~maintaining adequate ~~laws~~internal orcontrol over financial reporting. Internal control over ~~regulations~~financial orreporting ~~any~~is ~~legal~~a orprocess ~~regulatory~~to ~~violations~~provide ~~could~~reasonable ~~materially~~assurance ~~and~~regarding ~~adversely~~the ~~affect~~reliability ~~our~~of ~~business~~financial ~~and~~reporting ~~financial~~for ~~condition~~external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes:

If• wemaintaining ~~fail~~records tothat ~~keep~~in ~~pace~~reasonable ~~with~~detail ~~advances~~accurately inand fairly reflect our ~~industry~~transactions; ~~or fail~~• toproviding ~~persuade~~reasonable ~~customers~~assurance tothat ~~adopt~~transactions ~~new~~are ~~products~~recorded weas ~~introduce,~~necessary ~~customers~~for ~~may~~preparation ~~not buy~~of the consolidated financial statements; • providing reasonable assurance that receipts and expenditures of our ~~products~~assets are made in accordance with management authorization; and • providing reasonable assurance that unauthorized acquisition, ~~which~~use ~~would~~or ~~adversely~~disposition ~~affect~~of our ~~sales~~assets ~~and~~that ~~profits.~~could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis.

~~Constant~~Because ~~development~~ of ~~new~~the ~~technologies~~inherent ~~and~~limitations ~~techniques, frequent~~of ~~new~~internal ~~product~~control, ~~introductions and strong price competition characterize the~~our ~~construction~~internal ~~industry.~~control ~~The~~over ~~first~~financial ~~company~~reporting tomight ~~introduce~~not adetect ~~new product~~ or ~~technique~~prevent tomisstatement ~~the~~of ~~market~~our ~~gains~~consolidated afinancial ~~competitive advantage~~statements. Our ~~future~~ growth ~~depends,~~and inentry ~~part,~~into onnew, ~~our~~globally ~~ability~~dispersed tomarkets ~~develop~~put ~~products~~significant ~~that~~additional ~~are~~pressure ~~more~~on ~~effective or safer or~~our ~~incorporate~~system ~~emerging~~of ~~technologies~~internal ~~better~~control ~~than~~over ~~our~~financial ~~competitors’ products~~reporting. ~~Sales of~~Failure ~~our existing products may decline rapidly if a competitor were~~ to ~~introduce~~maintain an ~~superior~~effective ~~products,~~system orof ~~even~~internal ifcontrol weover ~~announce~~financial areporting ~~new~~could ~~product~~limit of our ~~own. If we fail~~ toability ~~make sufficient investments in research and development or if we focus on technologies that do not lead~~ to ~~better~~report ~~products,~~ our ~~current~~financial ~~and~~results ~~planned products~~accurately ~~could~~and betimely ~~surpassed by more effective~~ or ~~advanced products. If we fail~~ to ~~manufacture~~detect ~~our products economically~~ and ~~market them successfully, our sales~~ ~~and~~prevent ~~profits would be materially and adversely affected~~fraud.

~~Changes~~13 ~~in accounting standards could materially and adversely affect our financial results.~~

~~The~~Failure ~~accounting~~of ~~rules~~our ~~applicable to public companies are subject to frequent revision. Future changes in~~ accounting ~~standards,~~systems ~~guidance and interpretations~~ could ~~require~~harm usour ~~to change the way we measure revenue, expense~~business ~~or balance sheet amounts, which could result in material~~ and ~~adverse change to our reported results of operations or~~ financial ~~condition~~results.

~~Climate~~We ~~change~~have implemented a commercially available SBT third-party accounting software system, initially focused on replacing our internally developed general ledger and purchasing and payables systems, for use in our operations in the United States, Europe and Asia. Any errors or defects in, or unavailability of, third-party software or our implementation of the systems, could result in errors in our financial statements, which could materially and adversely affect our business. If we continue to use our other internally developed accounting systems and they are not able to accommodate our future business needs, or if we find that they or any new systems we may implement contain errors or defects, our business and financial condition could be materially and adversely affected.

~~Scientific~~Our ~~reports~~international ~~indicate~~operations ~~that,~~may asbe amaterially ~~result~~and ~~of human~~adversely ~~activity:~~affected by factors beyond our control.

•Economic, ~~temperatures~~social ~~around~~and political conditions, laws, practices and customs vary widely among the ~~world~~countries ~~have~~where ~~been~~we ~~increasing~~produce ~~and~~or sell our products. Our operations outside of the United States are ~~likely~~subject to ~~continue~~a tonumber ~~increase~~of risks and potential costs, asincluding, afor ~~result~~example, oflower ~~increasing~~profit ~~atmospheric~~margins, ~~concentrations~~less protection of ~~carbon~~intellectual ~~dioxide~~property and ~~other~~economic, ~~carbon~~political ~~compounds,~~and •social ~~the~~uncertainty ~~frequency~~in some countries. Our sales and ~~severity~~profits ofdepend, ~~storms~~in ~~and~~part, ~~flooding~~on ~~are~~our ~~likely~~ability to ~~increase,~~develop •and implement ~~severe~~policies ~~weather~~and isstrategies ~~likely~~that toeffectively ~~occur~~anticipate and manage these and other risks in ~~places~~the countries where ~~the~~we ~~climate~~do ~~has~~business. ~~historically~~These ~~been~~and ~~more~~other ~~mild,~~risks may materially and •adversely ~~average~~affect ~~sea~~our ~~levels~~operations ~~have~~in ~~risen~~any particular country and ~~are~~our business ~~likely~~as toa ~~continue~~whole. toInflation ~~rise,~~in ~~threatening~~emerging ~~worldwide~~markets ~~coastal~~also ~~development~~makes our products more expensive there and increases the market and credit risks to which we are exposed.

WeFailure ~~cannot~~to ~~predict~~comply ~~the~~with ~~effects~~export, ~~that~~import, ~~these~~and ~~phenomena~~sanctions ~~may~~laws and ~~have~~regulations ~~on our~~could ~~business.~~affect ~~They~~us ~~might,~~materially ~~for~~and ~~example:~~adversely.

•We ~~depress~~are orsubject ~~reverse~~to ~~economic~~a ~~development,~~number •of ~~reduce~~export, ~~the~~import ~~demand~~and ~~for~~economic sanction ~~construction~~regulations, •including ~~increase~~ the ~~cost~~International ~~and~~Traffic ~~reduce~~in Arms Regulations (the ~~availability of fresh water~~“ITAR”), •the ~~destroy~~Export ~~forests,~~Administration ~~increasing~~Regulations (the ~~cost~~“EAR”) and ~~reducing~~U.S. sanction ~~the~~regulations ~~availability~~administered ofby ~~wood products used in construction, • increase~~ the ~~cost~~U.S. ~~and~~Department ~~reduce the availability~~ of ~~raw materials and energy~~Treasury, •Office ~~increase the cost~~ of Foreign ~~capital,~~Assets •(“OFAC”). ~~increase~~Foreign ~~the~~governments ~~cost~~where ~~and~~we ~~reduce~~have ~~the~~operations ~~availability~~also implement ~~of insurance covering damage from natural disasters~~export, •import ~~lead~~and tosanction ~~claims~~laws ~~regarding~~and ~~the~~regulations. ~~content or adequacy of our public disclosures, and~~

•If ~~lead~~we do not obtain all necessary import and export licenses required by applicable export and import regulations, including the ITAR and the EAR, we may be subject to ~~new~~fines, ~~laws~~penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended. If we conduct business with any countries, entities or individuals sanctioned by OFAC or any equivalent foreign regulation or law, or otherwise fail to comply in any manner with applicable sanction regulations or ~~that~~laws, ~~increase~~we may be subject to fines, penalties and other regulatory action. Even if our ~~expenses~~policies and ~~reduce~~procedures for exports, imports and sanction regulations comply, but our ~~sales~~employees fail or neglect to follow them in all respects, we might incur similar liability.

Any ofchange ~~these~~in ~~consequences~~applicable export, ~~and~~import ~~other~~or ~~consequences~~sanction oflaws ~~climate~~or ~~change~~regulations ~~that~~or weany dolegal ~~not~~or ~~foresee,~~regulatory violations could materially and adversely affect our ~~sales, profits~~business and financial condition.

WeIf ~~are~~we ~~subject~~fail to ~~U.S.~~keep ~~and~~pace ~~international~~with ~~tax~~advances ~~laws~~in ~~that~~our ~~could~~industry or fail to persuade customers to adopt new products we introduce, customers may not buy our products, which would adversely affect our ~~financial~~sales ~~results~~and profits.

WeConstant ~~conduct~~development ~~international~~of ~~operations~~new ~~through~~technologies ~~our~~and ~~subsidiaries.~~techniques, ~~Tax~~frequent ~~laws~~new ~~affecting~~product ~~international~~introductions ~~operations~~and ~~are~~strong ~~complex~~price ~~and~~competition ~~subject~~characterize tothe construction ~~change~~industry. ~~Our~~ ~~income~~The ~~tax~~first ~~liabilities~~company into ~~the~~introduce ~~different~~a ~~countries~~new ~~where~~product weor ~~operate~~technique to ~~depend~~the ~~in part~~market ongains ~~internal~~a ~~settlement~~competitive ~~prices~~advantage. ~~and~~Our ~~administrative~~future ~~charges~~growth ~~among~~depends, usin ~~and~~part, on our ~~subsidiaries.~~ ~~These~~ability ~~arrangements~~to ~~require~~develop usproducts tothat ~~make~~are ~~judgments~~more ~~with~~effective ~~which~~or ~~tax~~safer or ~~authorities~~incorporate ~~may~~emerging ~~disagree~~technologies better than our competitors’ products. ~~Tax~~Sales of ~~authorities~~our ~~may~~existing ~~impose~~products ~~additional~~may ~~tariffs,~~decline ~~duties, taxes,~~rapidly ~~penalties~~if ~~and~~a ~~interest~~competitor onwere ~~us.~~to ~~For~~introduce superior ~~example~~products, weor ~~manufacture~~even ~~steel~~if ~~products in~~we ~~foreign~~announce ~~countries~~a ~~for~~new ~~importation~~product ~~into~~of ~~the~~our Uown.S. ~~and~~If ~~other~~we ~~countries, and~~fail ~~government~~to ~~agencies~~make ~~may~~sufficient ~~impose~~investments ~~substantial~~in ~~prospective~~research and development or ~~retroactive~~if ~~tariffs~~we focus on ~~such~~technologies ~~products. Transactions~~ that wedo ~~have~~not ~~arranged~~lead into ~~light~~better ofproducts, our current ~~tax~~and ~~rules~~planned products could ~~have~~be ~~material~~surpassed ~~and~~by ~~adverse~~more ~~consequences~~effective ifor ~~tax~~advanced ~~rules~~products. ~~change,~~If ~~and~~we ~~changes in~~fail ~~tax~~to ~~rules~~manufacture orour ~~imposition~~products ofeconomically ~~any~~and ~~new~~market orthem ~~increased tariffs~~successfully, ~~duties~~our ~~and taxes could~~sales ~~materially~~ and ~~adversely~~profits ~~affect~~would ~~our~~be ~~sales,~~materially ~~profits~~ and ~~financial~~adversely ~~condition~~affected.

IfChanges wein ~~are~~accounting ~~unable~~standards tocould ~~protect~~materially ~~our information systems against~~and ~~data~~adversely ~~corruption,~~affect ~~cyber-based attacks or network security breaches,~~ our ~~operations~~ ~~could~~financial ~~be disrupted~~results.

WeThe ~~depend~~accounting onrules ~~information~~applicable ~~technology~~to ~~networks~~public ~~and~~companies ~~systems, including~~are ~~the internet,~~ subject to ~~process,~~frequent ~~transmit and store electronic information~~revision. We ~~depend~~Future onchanges ~~our~~in ~~information~~accounting ~~technology~~standards, ~~infrastructure~~guidance ~~for electronic~~and ~~communications~~interpretations ~~among~~could ~~our~~require ~~locations~~us ~~around~~to change the ~~world~~way ~~and~~we ~~between~~measure ~~our personnel and our subsidiaries~~revenue, ~~customers and suppliers. Security breaches of this~~expense ~~infrastructure~~or ~~could~~balance ~~create~~sheet ~~system disruptions~~amounts, ~~shutdowns~~which orcould ~~unauthorized disclosure~~result ofin ~~confidential~~material ~~information.~~and ~~Security~~adverse ~~breaches~~change ~~could disrupt our~~to ~~operations,~~our ~~and~~reported weresults ~~could suffer financial damage or loss because~~ of ~~lost~~operations or ~~misappropriated~~ ~~information~~financial condition.

~~Item~~14 ~~1B. Unresolved Staff Comments. None.~~

~~Item~~Climate 2.change ~~Properties~~could materially and adversely affect our business.

~~The~~Scientific ~~Company~~reports ~~owns~~indicate ~~its home office in Buena Park~~that, ~~California,~~as ~~and its~~a ~~principal~~result ~~China manufacturing facilities in Yantai. As~~ of ~~December 31, 2014,~~human ~~the Company’s owned facilities were as follows~~activity:

	Number
	Of	Approximate Square Footage
	Properties	Owned	Leased	Total
		(in thousands of square feet)
North America	1	42		42
Asia/Pacific	4	341		341
Total	4	383		383

	•	temperatures around the world have been increasing and are likely to continue to increase, as a result of increasing atmospheric concentrations of carbon dioxide and other carbon compounds,
	•	the frequency and severity of storms and flooding are likely to increase,
	•	severe weather is likely to occur in places where the climate has historically been more mild, and
	•	average sea levels have risen and are likely to continue to rise, threatening worldwide coastal development.

~~The~~We ~~Company’s~~cannot ~~properties~~predict ~~are~~the ~~constructed~~effects ~~primarily~~that ofthese ~~steel, brick~~phenomena ormay ~~concrete~~have ~~and, in management’s opinion, are maintained in good operating~~on ~~condition.~~our ~~The Company’s manufacturing facilities are equipped with specialized equipment and use extensive automation~~business. ~~The~~They ~~Company~~might, ~~considers its existing and planned facilities to be adequate~~ for ~~its~~example: operations as currently conducted and as planned through 2015. The manufacturing facilities currently are being operated with one full shift. The Company anticipates that it may require additional facilities to accommodate possible future growth.

~~Item~~• 3.depress ~~Legal~~or ~~Proceedings~~reverse economic development, • reduce the demand for construction, • increase the cost and reduce the availability of fresh water, • destroy forests, increasing the cost and reducing the availability of wood products used in construction, • increase the cost and reduce the availability of raw materials and energy, • increase the cost of capital, • increase the cost and reduce the availability of insurance covering damage from natural disasters, • lead to claims regarding the content or adequacy of our public disclosures, and • lead to new laws and regulations that increase our expenses and reduce our sales.

~~None~~Any of these consequences, and other consequences of climate change that we do not foresee, could materially and adversely affect our sales, profits and financial condition.

~~Item~~We 4are subject to U.S. ~~Mine~~and ~~Safety~~international ~~Disclosures~~tax laws that could affect our financial results.

~~None~~We conduct international operations through our subsidiaries. Tax laws affecting international operations are complex and subject to change. Our income tax liabilities in the different countries where we operate depend in part on internal settlement prices and administrative charges among us and our subsidiaries. These arrangements require us to make judgments with which tax authorities may disagree. Tax authorities may impose additional tariffs, duties, taxes, penalties and interest on us. For example, we manufacture steel products in foreign countries for importation into the U.S. and other countries, and government agencies may impose substantial prospective or retroactive tariffs on such products. Transactions that we have arranged in light of current tax rules could have material and adverse consequences if tax rules change, and changes in tax rules or imposition of any new or increased tariffs, duties and taxes could materially and adversely affect our sales, profits and financial condition.

~~PART~~If IIwe are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

~~Item~~We 5depend on information technology networks and systems, including the internet, to process, transmit and store electronic information. We ~~Market~~depend on our information technology infrastructure for ~~Registrant’s~~electronic communications ~~Common~~among ~~Equity~~our locations around the world and between our personnel and our subsidiaries, ~~Related~~customers ~~Stockholder~~and ~~Matters~~suppliers. Security breaches of this infrastructure could create system disruptions, shutdowns or unauthorized disclosure of confidential information. Security breaches could disrupt our operations, and ~~Issuer~~we ~~Purchases~~could suffer financial damage or loss because of ~~Equity~~lost ~~Securities~~or misappropriated information.

~~The~~15 ~~Company’s common stock will be listed on the OTC Market ( “OTC”) under the symbol “PLHI.”~~

~~Item~~ITEM 62. ~~Selected Financial Data.~~PROPERTIES

The ~~following table sets forth selected consolidated financial information with respect to the~~ Company ~~for~~owns ~~each~~its ofhome ~~the~~office ~~two years ended December 31, 2013, 2014 (presented~~ in ~~thousands,~~Buena ~~except per share amounts)~~Park, ~~derived from the Consolidated Financial Statements of the Company~~California. ~~The presentation of the~~ information in the tables below complies with the accounting pronouncements, but is not necessarily comparable with prior years. The data presented below should be read in conjunction with the Consolidated Financial Statements and related Notes thereto and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

~~Consolidated~~ITEM ~~Financial~~3. ~~Statements~~LEGAL ~~As of and for the years ended December 31, 2014 and 2013 with Independent Auditors' Report~~ PROCEEDINGS

Independent Auditors’ Report	3
Consolidated Financial Statements
Balance Sheets	4
Statements of Income and Comprehensive Income	5
Statements of Stockholders’ Equity	6
Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

~~3230~~16 ~~Fallow Drive Diamond Bar, CA 91765 Tel: +1 (909) 839-0188 Fax: +1 (909) 839-1128 www.secpa.us~~

~~Independent~~PART ~~Auditors’~~II ~~Report~~

ToITEM ~~the~~5. ~~Board~~MARKET ofFOR ~~Directors~~REGISTRANT’S ~~and~~COMMON ~~Stockholder~~EQUITY, ~~PLH~~RELATED ~~Products, Inc.~~STOCKHOLDER ~~Buena~~MATTERS ~~Park,~~AND ~~California~~ISSUER PURCHASES OF EQUITY SECURITIES

WeThe ~~have~~Company’s ~~audited~~common ~~the~~stock ~~accompanying~~will ~~consolidated~~be ~~balance~~listed ~~sheets~~on ~~of PLH~~the ~~Products,~~OTC ~~Inc. and Subsidiaries~~ Market (~~collectively the~~ “~~Company~~OTC”) asunder ~~of December 31, 2014 and 2013 and~~ the ~~related~~symbol ~~consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the years then ended~~“PLHI.” These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We17 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

InITEM ~~our~~6. ~~opinion,~~SELECTED ~~the~~FINANCIAL consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2014 and 2013, and the results of its consolidated operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. DATA

~~Diamond~~Disclosure ~~Bar,~~in ~~California~~response to this item is not required of a ~~April~~smaller 4,reporting ~~2015~~company.

3ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

December 31,		2014		2013
ASSETS
Current Assets:
Cash and cash equivalents	$	358,271	$	1,401,852
Accounts receivable, net of allowance for doubtful accounts of $0		4,564,078		7,601,998
Inventories, net		22,507,192		21,579,321
Prepayment to vendor		681,471		787,155
Prepaid expenses and other current assets		507,665		485,989
Total current assets		28,618,677		31,856,315
Non-current Assets:
Property, plant and equipment, net		8,747,275		9,465,856
Intangible assets, net		1,142,279		1,218,649
Other assets		124,275		124,515
Total non-current assets		10,013,829		10,809,020
Total assets	$	38,632,506	$	42,665,335
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	4,760,027	$	10,920,928
Bank overdraft		421,172		-
Dividends payable		-		46,752
Advance from customers		885,171		1,758,420
Accrued expenses		446,091		411,300
Short-term borrowings		6,641,944		7,836,785
Line of credit		3,250,000		2,800,000
Current portion of capital lease obligation		32,945		-
Current portion of mortgage and term loans		306,099		303,557
Other current liabilities		864,338		1,217,375
Total current liabilities		17,607,787		25,295,117
Capital lease obligation, net of current portion		39,821		-
Mortgage and term loans, net of current portion		4,487,655		4,794,045
FIN 48 provision		240,000		240,000
Deferred income taxes		43,608		48,019
Total liabilities		22,418,871		30,377,181
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.0001 par value; 500,000,000 shares authorized, 32,095,000 shares issued and outstanding in 2014 and 4,672,409 shares issued and outstanding in 2013		3,210		467
Additional paid-in capital		9,151,699		6,074,442
Retained earnings		3,850,758		3,183,309
Accumulated other comprehensive income		3,207,968		3,029,936
Total stockholders' equity		16,213,635		12,288,154
Total liabilities and stockholders’ equity	$	38,632,506	$	42,665,335

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

~~See~~CERTAIN ~~accompanying~~STATEMENTS ~~notes~~IN toTHIS ~~financial~~REPORT, ~~statements~~INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD-LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT. SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

4Overview

Years Ended December 31,		2,014			2,013
Net sales	$	38,552,076		$	37,777,887
Cost of sales		28,866,046			27,414,671
Gross profit		9,686,030			10,363,216
Selling, general and administrative expenses		7,810,804			8,620,144
Income from operations		1,875,226			1,743,072
Other income (expense):
Interest expense		(821,637	)		(935,580	)
Gain (loss) from foreign currency transactions, net		(52,328	)		112,721
Other income (expense), net		129,908			(80,411	)
Total other expense, net		(744,057	)		(903,270	)
Income before income tax provision		1,131,169			839,802
Income tax provision		323,469			279,868
Net income	$	807,700		$	559,934
Comprehensive Income Statement:
Net income		807,700			559,934
Foreign currency translation adjustment		178,032			312,153
Comprehensive income	$	985,732		$	872,087
Earnings per share:
Basic	$	0.03		$	0.02
Diluted	$	0.03		$	0.02
Weighted average number of common shares outstanding:
Basic		30,392,931			24,467,659
Diluted		30,392,931			24,467,659

The following discussion and analysis of the PLH Products, Inc. (“we,” “our,” “us”) financial condition and results of operations includes information with respect to our plans and strategies for our business and should be read in conjunction with our interim unaudited condensed financial statements and related notes (“Interim Financial Statements”) included herein and our consolidated financial statements, related notes, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

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

5Results of Operations

						Additional					Accumulated Other		Total
	Common Stock					Paid-in		Retained			Comprehensive		Stockholders'
	Shares		Amount			Capital		Earnings			Income		Equity
Balance, January 1, 2013	4,622,409	$	462		$	5,832,447	$	2,800,375		$	2,717,783	$	11,351,067
Issuance of common stock	50,000		5			241,995		-			-		242,000
Foreign currency translation	-		-			-		-			312,153		312,153
Dividend	-		-			-		(177,000	)		-		(177,000	)
Net Income	-		-			-		559,934			-		559,934
Balance, December 31, 2013	4,672,409		467			6,074,442		3,183,309			3,029,936		12,288,154
Foreign currency translation	-		-			-		-			178,032		178,032
Reverse stock split	24,217,591		(467	)		467		-			-		-
Issuance of common stocks	3,205,000		3,210			3,076,790		-					3,080,000
Dividend	-		-			-		(140,251	)		-		(140,251	)
Net income	-		-			-		807,700			-		807,700
Balance - December 31, 2014	32,095,000	$	3,210		$	9,151,699	$	3,850,758		$	3,207,968	$	16,213,635

Net Sales - Net sales were $25,994,465 for the year ended December 31, 2015. The company has entered into the license agreement with 3^rd party company to supply lumbers exclusively which purchase from one of the major vendors in Canada. And also the agreement includes the dealership of sales of sauna in Canada. The License income incurred was $349,173.

~~See~~Cost ~~accompanying~~of ~~notes~~Sales - Cost of sales was $19,070,912, or 73.3% of net sales, for the year ended December 31, 2015. The one of the company’s major vendors is in Canada to ~~consolidated~~purchase ~~financial~~lumber ~~statements~~and woods and the another major vendor is related party in China.

Gross Profit – Gross margin was $6,923,553 for the year ended December 31, 2015. Our gross margin, as a percentage of net sales, was 26.7% for the year ended on December 31, 2015.

Years Ended December 31,		2,014			2,013
Cash flows from operating activities:
Net income	$	807,700		$	559,934
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense - property, plant, and equipment		744,123			716,419
Amortization expense - intangible assets		67,934			44,269
Loss on disposal of property and equipment		41,667			8,875
Deferred income taxes		(4,411	)		(5,477	)
Changes in assets and liabilities:
Accounts receivable		3,037,920			(1,459,254	)
Inventories		(1,307,583	)		(848,489	)
Prepayment to vendor		105,684			(2,847,814	)
Prepaid expenses and other current assets		2,117			(49,073	)
Deposits and other assets		50,844			71,590
Accounts payable		(5,609,633	)		4,193,118
Accrued expenses and other liabilities		(309,179	)		(207,465	)
Advance from customers		(865,406	)		455,417
Net cash provided by (used in) operating activities		(3,238,223	)		632,050
Cash flows from investing activities:
Loan receivable		(26,126	)		-
Purchases of property and equipment		(92,503	)		(133,927	)
Net cash provided by (used in) investing activities		(118,629	)		(133,927	)
Cash flows from financing activities:
Borrowings under line of credit, net		450,000			1,550,000
Borrowings under (repayments on) short-term borrowings, net		(1,137,910	)		(1,558,844	)
Repayments on mortgage and term loans, net		(303,848	)		(236,315	)
Issuance of common stock		3,080,000			242,000
Dividend distribution		(187,001	)		(177,000	)
Bank overdraft		421,172			-
Net cash provided by (used in) financing activities		2,322,413			(180,159	)
Effect of exchange rate changes on cash		(9,142	)		(50,708	)
Net increase (decrease) in cash		(1,043,581	)		267,256
Cash and cash equivalents – beginning of year		1,401,852			1,134,596
Cash and cash equivalents – end of year	$	358,271		$	1,401,852
Supplemental disclosures of cash flow information
Cash paid during the years for:
Interest	$	902,038		$	935,580
Income taxes	$	133,960		$	284,507

Selling and Administrative Expense – Selling and administrative expenses were $6,307,269 for the year ended on December 31, 2015. The certain expenses were incurred significantly in 2015 primarily due to:

See accompanying notes to consolidated financial statements.

	•	Professional fee increased due primarily reflecting increase of legal and accounting consulting fee in conjunction with IPO registration and patent registration.
	•	Outside service fee increased due to primarily reflecting the development of web-based of online sales which the Company expect to launch in year 2016.

7Other Income (Expense) – Interest expense was incurred primarily due to company’s long term loans and loan from others in 2015.

1.Income ~~PRESENTATION~~Taxes ~~AND~~– ~~NATURE~~The OFprovision ~~OPERATIONS~~for income taxes was $220,128 for the year ended December 31, 2015.

~~PLH~~Liquidity ~~Products, Inc.~~ and ~~Subsidiaries, established~~Capital ~~and~~Resources incorporated on September 2, 1992, a California corporation (collectively the “Company”), manufactures and distributes saunas. The Company’s corporate office is located in Buena Park, California. The Company has manufacturing facilities located in China. The Company sells a full range of saunas under brand names, Health Mate, Sun Spirit, Healspa, Aroma Steam, and Fin Heaven to distributors, retailers, and end-users.

~~The~~Our ~~Company~~principal ~~has~~liquidity ~~two~~requirements ~~wholly~~are ~~owned~~for working capital, ~~subsidiaries~~capital asexpenditures ~~follows:~~and cash dividends. We fund our liquidity requirements primarily through cash on hand, cash flows from operations and borrowings from our revolving credit facility. We believe our cash on hand, future cash flows from operations and borrowings from our revolving credit facility will be sufficient to fund our cash requirements for at least the next 12 months.

•We ~~Pacific~~ended ~~Cedar~~the ~~Supply,~~year ~~Ltd.~~of ~~(Yantai,~~2015 ~~China)~~with –$126,535 ~~Provides designing and manufacturing~~ of ~~Infra-Red~~cash. ~~Home~~Our ~~Saunas;~~cash ~~and~~flows from ~~• Pacific Cedar Supply~~operating, ~~Inc.~~investing ~~(Yantai, China) – Provides designing~~ and ~~manufacturing~~financing ofactivities ~~specialty~~are ~~wood~~summarized ofas ~~Western Canadian Red Cedar and other wood type products.~~follows:

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

		December 31,
		2015
Net cash provided by (used in):
Operating activities	$	(919,836	)
Investing activities		-
Financing activities		957,114

Net increase in cash	$	37,278

~~FASB~~Operating ~~Codification~~Activities. Net cash used in operating activities for the year ended December 31, 2015 was ($919,836). In the year ended on December 31, 2015, net cash was used primarily to increase of accounts receivable from related parties and to pay down of accounts payable to related parties.

InFinancing June 2009, the Financial Accounting Standards Board (“FASB”) (issued FASB Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of Financial Accounting Standard (“SFAS”) NoActivities. ~~168), The~~Net ~~FASB~~cash ~~Accounting~~provided ~~Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. ASC 105-10 became the source of authoritative U.S. GAAP recognized~~ by ~~the FASB to be applied by nongovernment entities. It~~ ~~also~~financing ~~modifies~~activities ~~the GAAP hierarchy to include only two levels of GAAP; authoritative and non-authoritative. ASC 105-10 is effective~~ for ~~financial statements~~the ~~issued~~year ~~for~~ended ~~interim~~December ~~and~~31, ~~annual~~2015 ~~periods~~was ~~ending after September 15~~$957, ~~2009~~114. The ~~adoption~~net cash ofwas ~~ASC~~provided ~~105-10~~primarily ~~did~~to ~~not~~borrowing ~~have~~(loan) afrom ~~material impact on the Company’s consolidated financial statements~~others.

~~Basis~~18 ~~of Presentation~~

~~The~~ITEM ~~accounting~~8. ~~and~~FINANCIAL ~~reporting~~STATEMENTS ~~policies of~~AND ~~the~~SUPPLEMENTARY ~~Company are in accordance with accounting principles generally accepted in the United States of America, which is based on the accrual method of accounting.~~DATA

The ~~consolidated~~Company's audited financial statements for the year ended ~~include~~December 31, 2015, together with the ~~accounts~~report of ~~wholly~~the ~~owned~~independent ~~subsidiaries.~~certified ~~All~~public accounting ~~intercompany~~firm ~~accounts, transactions,~~thereon and ~~profits~~the ~~have~~notes ~~been~~thereto, ~~eliminated~~are ~~upon~~presented ~~consolidation~~beginning at page F-1.

~~Reverse~~ITEM ~~Merger~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On May 21, 2014, Dardanos filed Articles of Merger and Plan of Merger with the Secretary of State of Delaware to merge with the Company and change domicile from Delaware to California by means of a merger with and into a California corporationNone. The Articles of Incorporation and Bylaws of the California Corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of PLH Products, Inc. and modified the Company’s capital structure to allow for the issuance of up to 500,000,000 shares of $0.0001 par value common stock and up to 20,000,000 shares of $0.0001 par value preferred stock. Although the merger documents were filed in Delaware on May 21, 2014, the Secretary of State of Delaware required completion of certain documents in order to issue a tax clearance certificate to complete the merger. The required tax clearance was not issued until June 10, 2014 which formally completed the domicile relocation to California.

819

2ITEM 9A. ~~SUMMARY~~CONTROLS OFAND ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~PROCEDURES

~~Reverse~~Disclosure ~~Merger~~Controls ~~(continued)~~and Procedures

The ~~acquisition~~Securities ~~was~~and ~~accounted~~Exchange ~~for~~Commission asdefines athe term “~~reverse~~disclosure ~~merger”~~controls and ~~recapitalization~~procedures” ~~since~~to ~~the~~mean ~~stockholder~~controls ofand ~~PLH~~other ~~Products,~~procedures of an ~~Inc.~~issuer ~~and~~that ~~Subsidiaries~~are ~~owned~~designed ~~all~~to ofensure ~~the~~that ~~outstanding~~information ~~shares~~required ofto ~~the~~be ~~common~~disclosed ~~stock~~in ~~immediately~~the ~~following~~reports ~~the~~that ~~completion~~it offiles ~~the~~or ~~transaction,~~submits under the ~~stockholders~~Securities Exchange Act of ~~PLH~~1934 ~~Products~~is recorded, ~~Inc.~~processed, summarized and ~~Subsidiaries~~reported, ~~have~~within the ~~significant~~time ~~influence~~periods specified ~~and~~in the ~~ability to~~Securities ~~elect~~and orExchange ~~appoint~~Commission’s orrules toand ~~remove~~forms. Disclosure acontrols ~~majority~~and ofprocedures ~~the~~include, ~~members~~without oflimitation, ~~the~~controls ~~governing body~~and ofprocedures ~~the~~designed ~~combined~~to ~~entity,~~ensure ~~and~~that ~~PLH~~information ~~Products,~~required ~~Inc.~~to ~~and~~be ~~Subsidiaries’~~disclosed ~~senior~~by an ~~management~~issuer ~~will~~in ~~dominate~~ the ~~management~~reports ofthat ~~the~~it ~~combined~~files ~~entity~~or ~~immediately following~~submits under the ~~completion~~Securities Exchange Act of ~~the~~1934 ~~transaction~~is inaccumulated ~~accordance~~and ~~with~~communicated to the ~~provision~~issuer’s ofmanagement, including ~~ASC~~its ~~805,~~principal ~~“Business~~executive ~~Combinations”.~~and ~~Accordingly,~~principal ~~PLH~~financial ~~Products~~officers, ~~Inc.~~or ~~and~~persons performing ~~Subsidiaries~~similar ~~will~~functions, beas ~~deemed~~appropriate to beallow ~~the~~timely ~~accounting~~decisions ~~acquirer~~regarding ~~in the transaction~~required ~~and,~~disclosure. ~~consequently,~~The ~~the~~Company ~~transaction~~maintains issuch ~~treated as~~ a ~~recapitalization~~system of ~~PLH Products,~~controls ~~Inc.~~ and ~~Subsidiaries.~~procedures ~~Accordingly,~~in ~~the~~an effort ~~assets~~to ~~and~~ensure ~~liabilities~~that ~~and~~all ~~the historical~~information ~~operations~~which ~~that~~it ~~are~~is ~~reflected~~required to disclose in the reports ~~financial~~it ~~statements~~files ~~are~~under ~~those of~~the ~~PLH~~Securities ~~Products,~~Exchange ~~Inc.~~Act ~~and~~of ~~Subsidiaries~~1934 ~~and~~is ~~are~~ recorded, processed, atsummarized ~~the~~and ~~historical~~reported ~~cost basis~~within ofthe ~~PLH~~time ~~Products,~~periods ~~Inc.~~specified ~~and~~under ~~Subsidiaries. Dardanos’~~the SEC's ~~assets,~~rules ~~liabilities~~ and ~~results~~ offorms ~~operations~~and ~~will~~that beinformation ~~consolidated~~required ~~with~~to ~~the~~be ~~assets,~~disclosed ~~liabilities~~is accumulated and ~~results~~ ofcommunicated ~~operations~~to ofprincipal ~~PLH~~executive ~~Products,~~and ~~Inc.~~principal ~~and~~financial officers ~~Subsidiaries~~to ~~after~~allow ~~consummation of~~timely ~~the~~decisions ~~acquisition~~regarding disclosure.

AsManagement’s aAnnual ~~result~~Report ofon ~~reverser~~Internal ~~merger,~~Control ~~the~~over ~~Company~~Financial ~~issued~~Reporting ~~additional shares due to stock split to existing shareholders. As a result of stock split, the Company retrospectively restated previous period as an equivalent charge.~~

~~Use~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of ~~Estimates~~operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

~~The~~Because ~~preparation~~ of ~~consolidated financial~~its ~~statements~~inherent inlimitations, ~~conformity~~internal ~~with~~control ~~accounting principles generally accepted~~over infinancial ~~the~~reporting ~~United~~may ~~States~~not ofprevent ~~America~~or ~~requires~~detect ~~management~~misstatements. toAlso, ~~make estimates and~~projections ~~assumptions that affect the reported amounts~~ of ~~assets~~any ~~and~~evaluation ~~liabilities and disclosure~~ of ~~contingent~~effectiveness ~~assets~~to ~~and~~future ~~liabilities~~periods atare ~~the~~subject ~~date~~to of the ~~financial~~risk ~~statements~~that ~~and~~controls ~~the~~may ~~reported~~become ~~amounts~~inadequate because of ~~revenue~~changes ~~and~~in ~~expenses~~conditions, ~~during~~or that the ~~reporting period.~~degree ~~Actual~~of ~~results~~compliance ~~could~~with ~~materially~~the ~~differ~~policies ~~from~~and ~~those~~procedures ~~estimates~~may deteriorate.

~~Revenue~~Management ~~Recognition~~assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment, we determined that, as of the end of the period covered by this report, our internal control over financial reporting was not effective based on those criteria.

~~The~~During ~~Company~~our ~~recognizes~~assessment ~~revenue when persuasive evidence~~ of ~~an arrangement exists,~~ the ~~price~~effectiveness isof ~~fixed~~internal orcontrol ~~determinable,~~over ~~collection~~financial isreporting ~~reasonably~~as ~~assured~~of ~~and~~the ~~delivery~~end of ~~products~~the ~~has occurred~~period orcovered ~~services~~by ~~have~~this ~~been~~report, management ~~rendered.~~identified ~~Customer payments received prior to~~ the ~~recognition~~ offollowing ~~revenue~~material ~~are~~weaknesses: ~~recorded as advance from customers.~~

~~Advertising~~1. ~~Expense~~Lack of Internal Audit Function – We lack qualified resources to perform the internal audit functions properly as well as oversight of recording and reporting of information. In addition, the scope and effectiveness of the internal audit function are yet to be developed. 2. Review of Financial Information and Financial Reporting – We do not have adequate levels of review of financial information necessary to ascertain the accounting for complex transactions as well as review of financial information presented. 3. Lack of Segregation of Duties – We do not have segregation of duties between recording, authorizing and testing.

~~Costs~~Remediation ~~associated~~Initiative ~~with advertising and promotions are expensed as incurred. Advertising and promotion expense amounted to $22,060 and $48,796 for the years ended December 31, 2014 and 2013, respectively.~~

~~Shipping~~We are developing a plan to ensure that all information will be recorded, processed, summarized and ~~Handling~~reported ~~Costs~~accurately, and as of the date of this report, we have taken the following steps to address the above-referenced material weakness in our internal control over financial reporting:

~~The~~1. ~~Company~~We ~~records~~will ~~all~~continue ~~charges~~to ~~for outbound~~educate ~~shipping~~our ~~and~~management ~~handling~~personnel asto ~~revenue.~~increase ~~All~~its ~~outbound~~ability ~~shipping~~to ~~and~~comply ~~handling costs~~with ~~are~~the ~~included~~disclosure inrequirements ~~selling,~~and ~~general,~~financial ~~and~~reporting ~~administrative~~controls; ~~expenses~~and 2. ~~The~~We ~~Company incurred~~will ~~$735,952~~increase ~~and~~management ~~$894,139~~oversight of ~~outbound~~accounting ~~shipping~~ and ~~handling~~reporting ~~costs~~functions ~~for~~in the ~~years~~ ~~ended~~future; ~~December~~and 313. As soon as we can raise sufficient capital or our operations generate sufficient cash flow, ~~2014~~we will hire additional personnel to handle our accounting and ~~2013,~~reporting ~~respectively~~functions.

9While the first two steps of our remediation process are ongoing, we do not expect to remediate the weaknesses in our internal controls over financial reporting until the time when we start to commercialize our products (and, therefore, may have sufficient cash flow for hiring sufficient personnel to handle our accounting and reporting functions).

2.A ~~SUMMARY~~material OFweakness ~~SIGNIFICANT~~(within ~~ACCOUNTING~~the ~~POLICIES~~meaning ~~(continued~~of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting.

~~Accounts~~This ~~Receivable~~annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.

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

~~Inventories~~No change in our system of internal control over financial reporting occurred during the fourth quarter of the fiscal year ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Inventories~~ITEM include finished goods, work-in-process, and raw materials and are stated at the lower of cost or market, cost being determined on the weighted average costing method which approximates actual cost9B. ~~The~~OTHER ~~Company maintains an allowance for potentially excess and obsolete inventories and inventories that are carried at costs that are higher than their estimated net realizable values.~~INFORMATION

~~Property,~~None ~~Plant and Equipment~~

~~Property,~~20 plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

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

PART III

~~Leasehold~~ITEM ~~improvements~~10. ~~are amortized over the lesser of the useful lives of the improvements~~DIRECTORS, ~~the~~EXECUTIVE ~~related~~OFFICERS ~~lease~~AND ~~term, or~~CORPORATE ~~the life of the building~~GOVERNANCE.

~~Intangible~~The ~~Assets~~following table sets forth certain information as of April 12, 2016 concerning our directors and executive officers:

Intangible assets are recorded at cost and are amortized over their useful lives as follows:

Name	Age	Position

Won Yong Lee	48	Director, Chief Financial Officer

Seung Woo Lee	68	Director, Chief Executive Officer

Kyung Min Park	68	Director, President

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

Our directors hold their positions on the board until our next annual meeting of the shareholders, and until their successors have been qualified after being elected or appointed. Officers serve at the discretion of the board of directors.

~~Warranties~~There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors.

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

~~Foreign~~We ~~Currency~~currently do not have standing audit, nominating or ~~Translation~~compensation committees. Currently, our entire board of directors is responsible for the functions that would otherwise be handled by these committees. We intend, however, to establish an audit committee, a nominating committee and a compensation committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefit policies (including stock options), including compensation of executive officers.

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

10The Board of Directors does not currently have Audit Committee financial expert, as defined under Item 407(d)(5)(i) of Regulation S-K.

2.Code ~~SUMMARY~~of OFEthics ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~Concentrations~~We do not have a code of ~~Credit~~ethics ~~Risk~~but ~~and~~intend to adopt one in the ~~Risk~~near ~~Factors~~future.

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

~~Financial~~Since ~~instruments~~we ~~that~~do ~~potentially subject~~not ~~the~~have ~~Company~~an toaudit ~~concentrations~~or ofcompensation ~~credit risk are accounts receivable and~~committee ~~other~~comprised ~~receivables~~of ~~arising~~independent ~~from~~Directors, ~~its~~the ~~normal~~functions ~~business~~that ~~activities.~~would ~~The~~have ~~Company~~been ~~has a~~performed ~~diversified~~by ~~customer~~such ~~base.~~committees ~~The~~are ~~Company~~performed ~~controls~~by ~~credit~~our ~~risk~~Board ~~related~~of toDirectors. ~~accounts receivable~~Thus, ~~through~~there ~~credit~~is ~~approvals,~~a potential ~~credit~~conflict ~~limits~~of ~~and~~interest ~~monitoring~~in ~~procedures. The~~that ~~Company~~our ~~routinely~~Directors ~~assesses~~have the ~~financial~~authority ~~strength~~to determine ofissues ~~its~~concerning ~~customers~~management ~~and~~compensation, ~~based~~ ~~upon~~in ~~factors~~essence ~~surrounding~~their ~~the credit risk~~own, ~~establishes~~and audit anissues ~~allowance,~~that ~~if required,~~may ~~for~~affect ~~un-collectible~~management ~~accounts~~decisions. ~~and,~~We asare anot ~~consequence,~~aware ~~believes~~of ~~that~~any ~~its~~other ~~accounts~~conflicts ~~receivable~~of ~~related~~interest ~~credit~~with ~~risk~~any ~~exposure~~of ~~beyond~~our ~~such~~executives ~~allowance~~or ~~is limited~~Directors.

The Company does not have any concentrations of customers or vendors as of the year end. The Company provides credit to customers in the normal course of business. Collateral is not required for trade receivables, but evaluations of customerBoard’s ~~credit~~Role ~~and~~in ~~financial conditions~~Risk ~~are~~Oversight ~~performed periodically. The Company has not experienced any significant bad debt expense from customers.~~

~~Fair~~The ~~Value~~Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of ~~Financial~~its meetings to review ~~Instruments~~and consider the relevant risks faced by the Company at that time. In addition, since the Company does not have an Audit Committee, the Board is also responsible for the assessment and oversight of the Company’s financial risk exposures.

~~The~~21 fair values of the Company’s trade accounts receivable, income taxes receivable/payable, accounts payable, accrued expenses and other current liabilities approximate their carrying values due to the relatively short maturities of these instruments. The carrying value of the Company’s short and long term debt approximates fair value based on management’s best estimate of the interest rates that would be available for similar debt obligations having similar terms at the balance sheet date.

~~Impairment~~ITEM of11. ~~Long-Lived Assets~~EXECUTIVE COMPENSATION

The ~~Company,~~following inis ~~accordance~~a ~~with~~summary ~~ASC 360, Property, Plant, and Equipment, reviews for impairment~~ of ~~long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that~~ the ~~carrying~~compensation ~~amount~~we ofpaid ~~the asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected~~ to ~~result from the use of the asset and its eventual disposition~~our isexecutive ~~less~~officers, ~~than~~for ~~its carrying amount. No such impairment indicators were identified by~~ the ~~Company~~two ~~and~~fiscal noyear ~~impairment losses were recorded by the Company during the years~~ ended December 31, ~~2014 and 2013~~2015.

11Summary Compensation Table

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

		Salary
Name and Position	Year	($)
Won Yong Lee (1) CFO and Director of the Company	2015	80,736

Seung Woo Lee (2) CEO and Director of the Company	2015	255,000

Kyung Min Park (3) President and Director of the Company	2015	255,000

~~Income~~(1) Mr. ~~Taxes~~Won Yong Lee was appointed as the Chief Financial Officer and Director of the Company on April 2001.

~~The~~ ~~Company follows ASC 740, Income~~(2) ~~Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns~~Mr. ~~Under~~Seung ~~this~~Woo ~~method,~~Lee ~~deferred~~was ~~income~~appointed ~~taxes are~~as ~~recognized for~~ the ~~tax~~Chief ~~consequences~~Executive inOfficer ~~future~~and ~~years~~Director of ~~differences between~~ the ~~tax~~Company ~~bases~~since ~~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~~inception inof ~~which~~ the ~~differences are expected to affect taxable income~~Company. ~~Valuation~~ ~~allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.~~

~~The~~ ~~Company adopted ASC 740-10-25 on~~(3) ~~January~~Mr. 1,Kyung ~~2009,~~Min ~~which~~Park ~~provides~~was ~~criteria~~appointed ~~for~~as the ~~recognition,~~President ~~measurement, presentation~~ and ~~disclosure~~Director of ~~uncertain~~the ~~tax position. The~~ Company ~~must~~ ~~recognize~~since the ~~tax~~inception ~~benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits~~ of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company recognized $240,000 of additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25 which resulted in a retained earnings adjustment as of beginning of the year for the years ended December 31, 2014 and 2013.

~~Segment~~Compensation ~~Reporting~~Discussion and Analysis

~~Accounting~~Overview Standards Codification (“ASC”) Topic 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on how management internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment, consisting of the sauna and wood related businesses.

~~The~~We ~~Company~~intend ~~generates~~to ~~revenues~~provide ~~from four~~our ~~geographic~~named ~~areas,~~executive ~~consisting~~officers of(as ~~the~~defined in ~~United~~Item ~~States,~~402 ~~Europe,~~of ~~and~~Regulation ~~Asia. The following enterprise~~S-~~wide~~K) ~~disclosure~~with isa ~~prepared~~competitive onbase asalary ~~basis~~that ~~consistent~~is ~~with~~in ~~the~~line ~~preparation~~with oftheir ~~the~~roles ~~consolidated~~and ~~financial~~responsibilities ~~statements.~~when ~~The~~compared ~~following~~to ~~table contains~~peer ~~certain~~companies ~~financial~~of comparable ~~information~~size byin ~~geographic~~similar ~~area:~~locations.

December 31,		2014		2013
Net sales:
United States	$	21,198,125	$	19,228,056
Europe		8,686,216		11,280,129
Asia		8,667,735		7,269,702
Total net sales	$	38,552,076	$	37,777,887
Long-lived assets, net:
United States	$	2,957,593	$	3,028,774
Europe		-		-
Asia		7,056,236		7,780,245
Total long-lived assets, net	$	10,013,829	$	10,809,019

Outstanding Equity Awards at Fiscal Year End

12None.

2.22 ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~Recently~~ITEM ~~issued~~12. ~~accounting pronouncements~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

InThe ~~March~~following ~~2013,~~table ~~the~~sets ~~Financial~~forth ~~Accounting Standards~~information ~~Board~~regarding ~~("FASB")~~beneficial ownership ~~issued~~of ~~ASU~~our ~~2013-05,~~common ~~Parent's~~stock ~~Accounting~~as ~~for~~of the ~~Cumulative~~ ~~Translation~~date ~~Adjustment~~of ~~upon~~this ~~Derecognition~~report ofby ~~Certain~~any ~~Subsidiaries~~person or ~~Groups~~group ofwith ~~Assets~~more ~~within~~than a5% ~~Foreign~~of ~~Entity~~any orclass of anvoting ~~Investment~~securities, inpresident aand ~~Foreign~~our ~~Entity.~~chief ~~This~~executive ~~guidance~~officer. ~~requires~~Except aas ~~reporting~~indicated ~~entity~~in ~~that~~the ~~ceases~~footnotes to ~~have~~this atable and ~~controlling~~subject ~~financial~~to ~~interest~~applicable incommunity aproperty ~~business with a foreign entity~~laws, ~~other~~the ~~than~~persons ~~a sale~~named of in ~~substance~~the ~~real~~table ~~estate or conveyance of oil and gas mineral rights,~~ to ~~release~~our ~~any~~knowledge ~~related~~have ~~cumulative~~sole ~~translation~~voting ~~adjustment~~and ~~into~~investment ~~net~~power ~~income.~~with ~~The guidance~~respect isto ~~effective~~all ~~for fiscal years beginning after December 15, 2013. The~~shares ~~Company~~of ~~adopted~~securities ~~this~~shown ~~guidance~~as ~~effective~~beneficially ~~January~~owned 1,by ~~2014, and it did not have a significant impact on the Company’s financial statements~~them.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pretax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for disposals (or classifications as held for sale) occurring in fiscal years beginning after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

		Shares
		Beneficially	Percent of
Name	Office	Owned (1)	Class (2)
Officers and Directors
Seung Woo Lee	Chief Executive Officer, Director	18,757,916	58.44%

Kyung Min Park	President, Director	10,100,417	31.47%

5% Securities Holders

None.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize 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. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The guidance is effective for fiscal years beginning after December 15, 2016 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

(1)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2)	Based on 32,095,000 shares of the Company’s common stock outstanding.

InChange June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ~~ASC Topic~~Control 718, Compensation-Stock Compensation, as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

13As of the date of this report, there were no arrangements which may result in a change in control of the Company.

3.Securities ~~INVENTORIES~~Authorized for Issuance under Equity Compensation Plan

~~Inventories~~None. ~~consisted of the following:~~

December 31,		2014		2013
Raw materials	$	8,180,938	$	9,490,297
Work-in-progress		7,186,242		5,050,926
Finished goods		7,140,012		7,038,098
Total inventories	$	22,507,192	$	21,579,321

4ITEM 13. ~~PROPERTY,~~CERTAIN ~~PLANT~~RELATIONSHIPS AND ~~EQUIPMENT~~RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Property,~~Transactions ~~plant~~with ~~and~~related ~~equipment~~persons ~~consisted of the following:~~

December 31,		2014			2013
Land	$	1,777,116		$	1,777,116
Building		8,197,271			8,282,939
Furniture and fixtures		184,630			152,840
Machinery and equipment		4,453,992			4,393,873
Vehicles		1,361,358			1,675,173
Leasehold improvements		61,142			60,742
Total property, plant and equipment		16,035,509			16,342,683
Less – accumulated depreciation and amortization		(7,288,234	)		(6,876,828	)
Total property, plant and equipment, net	$	8,747,275		$	9,465,855

The Company has two subsidiaries as follows:

~~Depreciation~~• ~~and~~Pacific ~~amortization~~Cedar ~~expense on property~~Supply, ~~plant~~Ltd. (Yantai, China) – Provides designing and ~~equipment~~manufacturing ~~amounted~~of toInfra-Red ~~approximately~~Home ~~$744,123~~Saunas; and ~~$716,419~~ ~~for~~• ~~the~~Pacific ~~years~~Cedar ~~ended~~Supply, ~~December~~Inc. 31(Yantai, ~~2014~~China) – Provides designing and ~~2013,~~manufacturing ~~respectively.~~of specialty wood of Western Canadia n Red Cedar and other wood type products.

The Company sells and purchases inventories from and to related parties. These transactions undertaken on terms no better than for customers who are no related entities. Also The Company’s investments include wholly owned subsidiaries which are accounted to $5,850,500 as of December 31, 2015 for under the cost method under APB No. ~~INTANGIBLE~~18, ~~ASSETS~~Cost vs. Equity Method of Accounting (“APB 18”)

~~Intangible~~Other ~~assets~~than ~~consisted~~the ofabove transactions or as otherwise set forth in this report or in any reports filed by the Company with the SEC, there have been ~~following:~~no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K. The Company is currently not a subsidiary of any company.

December 31,		2014			2013
Land use rights	$	1,280,384		$	1,289,844
Trademark usage rights		303,456			304,432
Software license		48,556			37,034
Total intangible assets		1,632,396			1,631,310
Less – accumulated amortization		(490,117	)		(412,661	)
Intangible assets, net	$	1,142,279		$	1,218,649

The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.

1424

5ITEM 14. ~~INTANGIBLE~~PRINCIPAL ~~ASSETS~~ACCOUNTANT ~~(continued)~~FEES AND SERVICES

~~For~~The ~~the~~following ~~years~~lists ~~ended~~fees ~~December~~billed ~~31,~~by ~~2014 and~~the ~~2013,~~auditors ~~amortization~~for ~~expense was $67,934 and $44,269, respectively. Estimated~~the ~~future intangible amortization as of December 31~~Company, ~~2014~~ for ~~each of~~ the ~~next five~~ years isended asDecember ~~follows~~31, 2015:

	Years ending December 31,		Amount
Financial Statements for the Year Ended December 31			Audit Services		Tax Fees
	2015	$	78,704
2015(1) (2)		$	145,000	$	6,000
	2016		43,306
	2017		31,210
	2018		31,210
	2019		31,210
	Thereafter		926,639
	Total	$	1,142,279

6. Capital Lease Obligation

(1)	These services were provided by Simon & Edward, LLP who were engaged on May 4^th, 2015.

(2)	These services were provided by Steven Hwang, Inc. who were engaged through December 31, 2015.

~~The~~• ~~Company~~Audit ~~leases~~Fees. ~~certain~~Represents ~~equipment under~~fees ~~capital~~for ~~leases,~~professional ~~which~~services ~~require~~provided ~~total~~for ~~monthly~~the ~~lease~~audit ~~payments~~ of ~~approximately~~ ~~$2,800.~~the ~~The~~Company’s ~~leases~~annual ~~have~~financial ~~interest~~statements ~~rates~~and review of ~~approximately~~its ~~11.0%~~quarterly financial statements, and ~~expire~~ onfor ~~various~~audit ~~dates~~services ~~through~~provided ~~January~~in ~~2019~~connection with other statutory or regulatory filings. ~~The~~• ~~aggregate~~Tax ~~future~~Fees. ~~payments under~~Represents ~~the~~fees ~~capital~~for ~~lease~~professional ~~obligations~~services ~~are~~provided asprimarily ~~follows:~~for tax compliance and advice.

Years ending December 31,		Amount
2015	$	32,945
2016		32,945
2017		8,908
2018		8,908
2019		1,838
Total		85,544
Less – portion representing interest		(12,778	)
Total		72,766
Less – non-current portion		(39,821	)
Current portion of capital lease obligation	$	32,945

In the event that we should require substantial non-audit services, the audit committee would pre-approve such services and fees.

7.25 ~~LINE OF CREDIT~~

~~The~~PART ~~Company~~IV retains a revolving line of credit with a financial institution. The Company renewed its revolving line of credit with a financial institution on November 21, 2014. The line of credit has a maximum outstanding aggregate loan balance not to exceed $3,250,000 in 2014. At December 31, 2014, the line of credit provides for variable interest based on the bank’s prime rate plus 0.75% (4.00% at December 31, 2014), payable monthly, with a maturity date of December 1, 2015. Borrowings under the line of credit are collateralized by the Company’s inventories and equipment. The Company had unused line of credit of $0 and outstanding balance of $3,250,000. The Company did not have any standby letters of credit as of December 31, 2014. Total interest expense was $110,091 for the year ended December 31, 2014.

ITEM 15. EXHIBITS

7.(a) Financial ~~LINE~~Statements OFand ~~CREDIT (continued)~~Schedules

~~At December 31, 2013, the renewed line of credit has a maximum outstanding aggregate loan balance not to exceed $3,250,000.~~ The ~~line~~following offinancial ~~credit~~statements ~~provides~~and ~~for~~schedules ~~variable~~listed ~~interest based on the~~below ~~bank’s prime rate plus 0.75% or a floor of 4.00% (4.00% at December 31, 2013), payable monthly, with a maturity date of November 21, 2014. Borrowings under the line of credit~~ are ~~collateralized~~included byin ~~the~~this ~~Company's~~Form ~~inventories and equipment~~10-K. ~~At December 31, 2013, the Company had unused line of credit of $450,000 and an outstanding balance of $2,800,000. Total interest expense was $63,708 for the year ended December 31, 2013.~~

The Company is required to comply with certain financial covenants under the line of credit agreement. The Company was in compliance as of December 31, 2014 and 2013.

Audited Financial Statements	F-1
Balance Sheet	F-2
Statement of Income	F-3
Statement of Stockholders' Equity	F-4
Statement of Cash Flows	F-5
Notes to Financial Statements	F-6

8.(b) Exhibits ~~SHORT-TERM BORROWINGS~~

	December 31,			2014		2013
Number		Description
	The short-term loan agreement is renewed annually each October 31st of the year. Monthly interest only payable to a bank with unpaid interest and principal payable at a maturity date of October 30, 2015, secured by building and land use right of Pacific Cedar Supplies, Ltd., interest rate at 115% of bench mark rate of 5 years and above (7.07% and 7.53% at December 31, 2014 and 2013).		$	3,730,328	$	3,921,491
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	The short-term loan agreement is renewed annually each July 26th of the year. Monthly interest only payable to a bank with maturity date of July 25, 2015, secured by cash balance of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 5.0% (5.24% and 5.25% at December 31, 2014 and 2013, respectively).			-		748,090
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	The short-term loan agreement is renewed annually each May 31st of the year. Monthly interest only payable to a bank with maturity date of May 30, 2015, secured by substantially all of the assets of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 5.7% (5.94% and 5.746% and at December 31, 2014 and 2013, respectively).			626,046		698,217
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*
	The short-term loan agreement is renewed annually each August 12th of the year with an upper limit amount to $2,000,000 with maturity date of August 8, 2015, secured by trade accounts receivable of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 6.0% (6.24% and 6.25% and at December 31, 2014 and 2013, respectively).			894,353		997,453
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*
	The short-term loan agreement is renewed annually each November 29th of the year with an upper limit amount to $1,400,000 with maturity date of November 28, 2015, secured by substantially all of the assets of Pacific Cedar Supplies, Inc., interest rate at three months LIBOR plus 5.5% (5.74% and 5.5% and at December 31, 2014 and 2013, respectively).			1,391,217		1,396,434
101		Interactive data files pursuant to Rule 405 of Regulation S-T**
	Non-interest bearing borrowings due on demand			-		75,100
	Total short-term borrowings		$	6,641,944	$	7,836,785

1626

~~Total~~SIGNATURES ~~interest expense under short-term borrowings was $453,186 and $602,932 for the years ended December 31, 2014 and 2013, respectively.~~

9.Pursuant ~~MORTGAGE~~to ~~AND~~the ~~TERM~~requirements ~~LOANS~~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.

Mortgage and term loans consisted of the following:

	PLH Products, Inc.

Date: April 14, 2016	By:	/s/ Won Y. Lee
		Name: Won Y. Lee
		Title: Chief Executive Officer

December 31,		2014			2013
Note payable on a monthly basis (principal and interest) to a bank under a mortgage loan agreement dated November 21, 2013 with maturity date of November 21, 2020, secured by the Company’s building and land, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% and 4.00% at December 31, 2014 and 2013, respectively).	$	3,268,725		$	3,348,505
The term loan agreement mentioned above was refinanced on November 21, 2013. Under the refinanced term loan agreement, note payable on a monthly basis (principal and interest) to a bank with maturity date of November 21, 2020, secured by substantially all of the assets of the Company, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% and 4.00% at December 31, 2014 and 2013, respectively).		1,525,029			1,749,097
Total mortgage and term loans		4,793,754			5,097,602
Less – long term portion		(4,487,655	)		(4,794,045	)
Current portion of mortgage and term loans	$	306,099		$	303,557

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Total interest expense under mortgage and term loans was $201,133 and $268,941 for the years ended December 31, 2014 and 2013, respectively. The aggregate future payments under the bank loan payable are as follows:

Name and Title		Date

/s/ Won Y. Lee		April 14, 2016
Won Y. Lee
Chief Executive Officer



/s/ Seung W. Lee		April 14, 2016
Seung W. Lee,
Chief Financial Officer

Years ending December 31,		Amount
2015	$	306,099
2016		328,652
2017		342,739
2018		356,900
2019		371,647
Thereafter		3,087,717
Total	$	4,793,754

~~The~~PLH ~~Company is required to comply with certain financial covenants under the mortgage and term loan agreements. The Company was in compliance as of December 31~~Products, ~~2014 and 2013~~Inc.

17Index to Financial Statements

10. INCOME TAX

	Page

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet as of December 31, 2015	F-2

Statement of Income for the year ending December 31, 2015	F-3

Statement of Changes in Stockholders’ Equity for the year ending December 31, 2015	F-4

Statement of Cash Flows for the year ending December 31, 2015	F-5

Notes to Financial Statements	F-6

~~The~~28 ~~provision (benefit) for income taxes for the years ended December 31, 2014 and 2013 consisted of the following:~~

December 31,		2014			2013
Current:
Federal	$	191,137		$	138,427
State		58,249			41,284
Foreign		78,494			105,634
Total		327,880			285,345
Deferred:
Federal		(3,501	)		(4,347	)
State		(910	)		(1,130	)
Total		(4,411	)		(5,477	)
Provision for income taxes	$	323,469		$	279,868

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To ~~Company’s~~the ~~deferred~~Board ~~income~~of ~~tax (liability)~~Directors ~~asset~~and ~~consisted~~Stockholders ofPLH ~~the~~Products, Inc. ~~following:~~Buena Park, California

December 31,		2014			2013
Current deferred income tax (liabilities) assets:
Depreciation and amortization	$	(43,608	)	$	(48,019	)
Total	$	(43,608	)	$	(48,019	)

Report on the Financial Statements

OnWe ~~January~~have 1,audited ~~2009,~~ the ~~Company~~accompanying ~~adopted the~~financial ~~provision~~statements of ~~ASC~~PLH Products, ~~740 related to accounting for uncertain tax positions~~Inc. ~~It requires that~~ (the "Company"), ~~recognize~~which ~~the~~comprise ~~impact of a tax position in~~ the ~~Company’s~~ ~~financial~~balance ~~statement~~sheet ifas ~~the position is more likely than not~~ of ~~being~~December ~~sustained~~31, ~~upon~~2015, ~~examination~~and on the ~~technical~~related ~~merits~~statement of ~~the~~income, ~~position.~~changes ~~The~~in ~~adoption~~stockholders’ equity, ofand ~~this~~cash ~~new~~flows ~~accounting~~for ~~policy~~the ~~resulted~~year inthen ~~a retained earnings adjustment of $240~~ended,~~000~~ asand ofthe ~~beginning~~related ofnotes to the ~~year~~financial statements.

~~The Company'~~Management’s ~~practice~~Responsibility isfor ~~to recognize interest and/or penalties related to income tax matters in income tax expense. The Company has not recognized any interest on~~ the ~~unrecognized~~Financial ~~tax benefits as~~Statements ~~they are immaterial. Management believes no material change to the amount of unrecognized tax benefits will occur within the next twelve months.~~

~~Tax~~Management ~~years~~is ~~2010~~responsible for the preparation and ~~year~~fair presentation ~~thereafter~~of ~~are~~these financial statements in accordance with accounting ~~open~~principles ~~for~~generally ~~tax~~accepted ~~examination~~in bythe ~~federal~~United States of America; this includes the design, implementation, and ~~years~~maintenance ~~2009~~of internal control relevant to the preparation and ~~thereafter~~fair presentation of financial statements that are ~~open~~free ~~for~~from ~~state~~material misstatement, whether due to fraud or error.

18Auditor’s Responsibility

11Our responsibility is to express an opinion on these financial statements based on our audits. ~~COMMITMENT~~We ~~AND~~conducted ~~CONTINGENCIES~~our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

~~The~~An ~~Company~~audit ~~leases~~involves ~~certain~~performing ~~automobiles~~procedures to obtain audit ~~under~~evidence ~~operating~~about ~~leases~~the amounts and disclosures in the financial statements. The procedures ~~future~~selected ~~minimum~~depend ~~lease~~on ~~payments~~the ~~under~~auditor’s ~~these~~judgment, ~~operating~~including the assessment ~~leases~~of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as ~~follows~~well as ~~follows:~~evaluating the overall presentation of the financial statements. We believe that the audits evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Years ending December 31,		Amount
2015	$	4,150
Total	$	4,150

Basis for Qualified Opinion

~~The~~As ~~Company~~described isfurther ~~subject~~in toNote ~~various~~2 ~~legal proceedings~~- ~~from~~"Basis ~~time to time as part~~ of ~~its~~Presentation ~~business.~~and Departures Asfrom ofGenerally ~~December~~Accepted ~~31,~~Accounting ~~2013~~Principles", ~~the~~ ~~Company~~there ~~was~~has ~~not~~been ~~currently~~a departure ~~party~~from togenerally ~~any~~accepted ~~legal~~accounting ~~proceedings~~principles orregarding ~~threatened~~the ~~legal~~Company’s ~~proceedings,~~foreign ~~the~~subsidiaries. ~~adverse~~The ~~outcome~~financial ofposition ~~which,~~and ~~individually~~results orof inthese ~~the~~subsidiaries have ~~aggregate,~~not ~~it believes~~been ~~would~~included ~~have~~in athe ~~material~~financial ~~adverse~~statements ~~effect~~as onof ~~its~~December ~~business~~31, ~~financial~~2015, but ~~condition~~are ~~and~~shown ~~results~~as ofinvestments ~~operations~~at cost.

~~12.~~Opinion ~~RETIREMENT PLAN~~

~~The~~In ~~Company~~our ~~has~~opinion, aexcept ~~401(k)~~for ~~defined contribution~~the ~~retirement~~effects ~~benefit~~of ~~plan~~the ~~for~~matter described in the ~~U.S.~~Basis ~~employees.~~for ~~Contributions~~Qualified by Opinion paragraph, the ~~Company~~financial statements referred to ~~the~~above ~~retirement~~present ~~plan~~fairly, ~~and~~in ~~expense~~all ~~recognized~~material ~~for~~respects, the ~~years~~financial ~~ended~~position of PLH Products, Inc. as of December 31, ~~2014~~2015, and ~~2013~~the ~~was~~results ~~$32,880~~of its operations and its ~~$34,805,~~cash ~~respectively~~flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

~~13.~~Los ~~SUBSEQUENT~~Angeles, ~~EVENTS~~California March 31, 2016

~~The~~F-1 Company evaluated all events or transactions that occurred after December 31, 2014 up through the date the financial statements were issued. During these periods, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the year ended December 31, 2014.

19PLH PRODUCTS, INC. BALANCE SHEET

• MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

*December 31,*		*2015*

ASSETS

Current Assets:
Cash	$	126,535
Accounts receivable, net		1,542,120
Accounts receivable - related parties		7,224,176
Inventories, net		5,205,633
Prepayments to vendor - related parties		202,285
Prepaid expenses and other current assets		70,528
Total current assets		14,371,277

Non-current Assets:
Property, plant and equipment, net		2,999,031
Investments in affiliates		5,850,000
Other assets		91,777
Total non-current assets		8,940,808

Total assets	$	23,312,085

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	1,580,715
Bank overdraft		417,952
Accrued expenses		531,130
Customer deposits		332,056
Borrowing from others		1,490,000
Lines of credit		3,250,000
Current portion of capital lease obligation		32,945
Current portion of long-term debt		326,170
Total current liabilities		7,960,968

Long Term Liabilities:
Capital lease obligation		13,547
Mortgage and term loans, net of current portion		4,151,190
Deferred income taxes		50,706
Total liabilities		12,176,411

Stockholders’ Equity:
Common stock, no par value; 500,000,000 shares authorized, 32,095,000 shares issued and outstanding in 2015		3,210
Additional paid-in capital		8,923,571
Retained earnings		2,208,893
Total stockholders' equity		11,135,674

Total liabilities and stockholders’ equity	$	23,312,085

The ~~following~~accompanying ~~discussion~~notes ~~and~~are ~~analysis~~an ~~should~~integral bepart ~~read~~of inthese ~~conjunction with our consolidated~~ financial statements ~~and the notes related thereto~~.

~~Forward~~F-~~Looking~~2 ~~Statements~~

~~Statements~~PLH ~~in this Management’s Discussion and Analysis or Plan of Operations section which discuss future expectations and plans~~PRODUCTS, ~~which are to be considered forward-looking statements as defined by Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934, as amended~~INC. ~~Sentences~~STATEMENT ~~which~~OF ~~incorporate~~INCOME words such as “believes,” “intends,” “expects,” “predicts,” “may,” “will,” “should,” “contemplates,” “anticipates,” or similar statements are based upon our beliefs and expectations using the most current information available to us. In view of the fact that our discussions in this Management’s Discussion and Analysis or Plan of Operations section are based upon our estimates and beliefs concerning circumstances and events which have not yet occurred, the anticipated results are subject to changes and variations as future operations and events actually occur and could differ materially from those discussed in the forward-looking statements. Moreover, although we reasonably expect, to the best of our knowledge and belief, that the results to be achieved by us will be as set forth in the following discussion, the following discussion is not a guarantee and there can be no assurance that any of the potential results which are described will occur. Furthermore, there will usually be differences between the forecasted and actual results because events and circumstances frequently do not occur as expected, and the differences may be material. These forward-looking statements involve a number of risks and uncertainties, including, but not limited to, competition. Therefore all investors should consult their respective counsel and advisors with respect to an understanding of our Company and its products.

For the year ended December 31, 2014, we achieved a 2.93 % operating margin, an increase of 0.71% compared to the prior year. We generated pre-tax income of $1,131,169 and net income of $807,700 on operating revenues of $38.5 million. For the year ended December 31, 2013, we generated pre-tax income of $839,802 and net income of $559,934 on operating revenues of $37.7 million.

*Year Ended December 31,*		*2015*
Net sales	$	25,994,465
Cost of sales		19,070,912
Gross profit		6,923,553
Selling , general, and administrative expenses		6,307,269
Income from operations		616,284
Other income (expense):
Interest expense		(405,615	)
Other income (expense), net		11,217
Total other expense, net		(394,398	)
Income (loss) before income tax provision		221,886
Income tax provision		220,128
Net income	$	1,758

~~Operating~~The ~~Expenses~~accompanying notes are an integral part of these financial statements.

~~Operating~~F-3 expenses decreased $809,340, or approximately 10.4%, to $7.81 million for the year ended December 31, 2014 compared to $8.62 million for the year ended December 31, 2013 primarily due to tighter control and monitoring on the expenses and reducing the number of unprofitable trade shows.

~~Upon~~PLH ~~the Company expanding its market share~~PRODUCTS, itINC. isSTATEMENT ~~anticipated that~~OF ~~the Company~~STOCKHOLDERS’s EQUITY ~~expenses will increase significantly.~~

Liquidity and Capital Resources

					Additional					Total
	Common Stock				Paid-in		Retained			Stockholders'
	Shares		Amount		Capital		Earnings			Equity
Balance - December 31, 2014	32,095,000	$	3,210	$	8,923,571	$	2,394,135		$	11,320,916
Dividend	-		-		-		(187,000	)		(187,000	)
Net income	-		-		-		1,758			1,758
Balance - December 31, 2015	32,095,000	$	3,210	$	8,923,571	$	2,208,893		$	11,135,674

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

~~As of December 31, 2014, we had $358,271 of cash and cash equivalents, plus account receivables of $~~F-4~~,564,078~~ and $4,760,027 of accounts payable compared to December 31, 2013, in which we had $1,401,852 of cash and cash equivalents plus account receivables of $7,601,998 and $10,920,928 of accounts payable. We believe that our existing capital resources, will be sufficient to meet our projected operating requirements for at least the next 12 months, however, we will need to raise additional capital for expansion pursuant to the money raised pursuant to this Prospectus as demand for our products increases. Based upon our expansion plan, we will need the proceeds from this offering 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 being interrupted by the expansion plan.

~~The~~PLH ~~accompanying financial statements for the twelve months ended December 31~~PRODUCTS, ~~2014~~INC. ~~and~~STATEMENT ~~2013~~OF ~~have~~CASH ~~been prepared on a basis that contemplates~~FLOWS ~~the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.~~

Results of Operations

*Year Ended December 31,*		*2015*

Cash flows from operating activities:
Net income	$	1,758
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expense - property, plant, and equipment		55,007
Amortization expense - intangible assets		34,300
Inventory reserve		17,712
Deferred taxes		7,098
Changes in assets and liabilities:
Accounts receivable		329,276
Accounts receivable - related parties		(3,027,856	)
Inventories		(422,461	)
Prepayment to vendor		5,440
Prepayment to vendor - related parties		1,361,985
Prepaid expense and other current assets		117,760
Accounts payable		693,126
Accounts payable - related parties		(350,000	)
Accrued expenses		85,042
Customer deposits		171,977
Net cash used in operating activities		(919,836	)

Cash flows from financing activities:
Repayments from mortgage and term loans		(233,319	)
Repayments on mortgage and term loans, net		(83,074	)
Repayments on capital lease obligation		(26,274	)
Borrowings (repayments) on additional loan from others, net		1,490,000
Dividend distribution		(187,000	)
Bank overdraft		(3,219	)
Net cash provided by financing activities		957,114

Net increase (decrease) in cash		37,278

Cash – beginning of year		89,257

Cash – end of year	$	126,535


Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	405,615
Income taxes	$	317,428

Non-cash investing activity:
Investment, netted against accounts payable - related parties	$	50,000

~~Year~~The ~~Ended~~accompanying ~~December~~notes ~~31,~~are ~~2014~~an integral part of these financial statements.

~~The~~F-5 ~~Company had net sales of $38,552,076 for the year ended December 31, 2014 compared to the net sales of $37,777,887 for the year ended December 31, 2013.~~

~~Selling,~~PLH ~~general and administrative expenses for the year ended December 31~~PRODUCTS, ~~2014 were $7,810,804 compared to the selling, general and administrative expenses for the year ended December 31, 2013 which were $8,620,144~~INC. ~~The aforementioned expenses directly relate to the maintenance of the Company’s operations and compliance with the Securities Exchange Act of 1934, as amended.~~

~~UNDERTAKING~~Notes to the Financial Statements December 31, 2015

~~The~~1. ~~undersigned~~PRESENTATION ~~registrant~~AND ~~hereby~~NATURE ~~undertakes:~~OF OPERATIONS

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

PLH Products, Inc. (the “Company”), manufactures and distributes saunas. The Company’s corporate office, a California corporation, located in Buena Park, California was established and incorporated on September 8, 1992. The Company sells a full range of sauna under brand names, Health Mate, Sun Spirit, Healspa, Aroma Steam, and Fin Heaven to distributors, retailers, and end- users.

32. ToSUMMARY ~~remove~~OF ~~from~~SIGNIFICANT ~~registration~~ACCOUNTING ~~by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~POLICIES

	4.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
		Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
	5.	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

FASB Codification

~~The~~In June 2009, the Financial Accounting ~~undersigned~~Standards ~~registrant~~Board ~~undertakes~~(“FASB”) ~~that~~(issued inFASB aAccounting ~~primary~~Standards ~~offering~~Codification of(“ASC”) 105-10 ~~securities~~(formerly Statement of Financial Accounting Standard (“SFAS”) No. 168), ~~the~~The ~~undersigned~~FASB ~~registrant~~Accounting ~~pursuant~~Standards toCodification ~~this~~and ~~registration~~the ~~statement,~~Hierarchy ~~regardless~~ of Generally Accepted Accounting Principles. ASC 105-10 became the ~~underwriting~~source ~~method~~of ~~used~~authoritative U.S. toGAAP ~~sell~~recognized by the ~~securities~~FASB to ~~the~~be ~~purchaser,~~applied ifby ~~the~~nongovernment entities. It ~~securities~~also ~~are~~modifies ~~offered~~the orGAAP ~~sold~~hierarchy to ~~such~~include ~~purchaser~~only bytwo ~~means~~levels of ~~any~~GAAP; authoritative ofand ~~the~~non-authoritative. ASC 105-10 is effective for financial ~~following~~statements ~~communications,~~issued ~~the~~for ~~undersigned~~interim ~~registrant~~and ~~will~~annual beperiods aending ~~seller~~after toSeptember ~~the~~15, ~~purchaser~~2009. ~~and~~The ~~will~~adoption beof ~~considered~~ASC to105-10 ~~offer~~did ornot ~~sell~~have ~~such~~a ~~securities~~material toimpact ~~such~~on the Company’s ~~purchaser:~~consolidated financial statements.

	i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
	ii.	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

Basis of Presentation and Departures from Generally Accepted Accounting Principles

~~iii.~~ The ~~portion~~accounting ofand ~~any~~reporting ~~other~~policies of ~~free~~the ~~writing~~Company ~~prospectus~~are ~~relating~~in toaccordance ~~the~~with ~~offering~~accounting ~~containing~~principles ~~material~~generally ~~information~~accepted in ~~about~~ the ~~undersigned~~United ~~registrant~~States ~~or its securities provided by or on behalf~~ of ~~the~~America, ~~undersigned~~which ~~registrant; and iv. Any other communication that~~ is anbased ~~offer~~on in the ~~offering~~accrual ~~made~~method ~~by the undersigned registrant to the purchaser~~of accounting.

The ~~undersigned~~Company’s ~~registrant~~wholly ~~hereby~~owned foreign ~~undertakes~~subsidiaries tohave ~~provide~~not tobeen consolidated in the ~~underwriter~~financial statements, but have been recorded at ~~any~~cost ~~closing~~which ~~specified~~does innot ~~any~~adhere to generally accepted accounting ~~underwriting~~principles ~~agreements~~(“GAAP”). As a result, ~~certificates~~the inaccompanying ~~such~~balance ~~denominations~~sheets of the Company as of December 31, 2015 and ~~registered~~the inrelated statements of income, stockholders’ ~~such~~equity ~~names~~and ascash ~~required~~flows byfor anthe ~~underwriter~~years tothen ~~permit~~ended ~~prompt~~may ~~delivery~~not toinclude ~~each~~any adjustments ~~purchaser~~that may result if the financial statements were consolidated.

~~Insofar~~Use ~~as indemnification for liabilities arising under the Securities Act~~ of ~~1933~~Estimates may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~SIGNATURES~~The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

~~Pursuant~~Revenue toRecognition the requirements of the Securities Act of 1933, PLH Products, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buena Park in the State of California, on March 6, 2015.

~~PLH~~The ~~Products~~Company recognizes revenue when persuasive evidence of an arrangement exists, ~~Inc~~the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. Customer payments received prior to the recognition of revenue are recorded as deferred revenue included in accrued expenses.

Signature	Title	Date
/s/ Seung Woo Lee	Chief	March 6, 2015
Seung Woo Lee	Executive
	Officer,
	Director
/s/ Kyung Min Park	President,	March 6 2015
Kyung Min Park	Director
/s/ Won Yong Lee	Chief	March 6, 2015
Won Yong Lee	Financial
	Officer,
	Director

Advertising Expense

~~SIGNATURES~~Advertising costs are expensed as incurred. Advertising expense amounted to $20,651 for the year ended December 31, 2015.

~~Pursuant~~F-6 ~~to the requirements 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.~~

~~Dated:~~Shipping ~~April~~and ~~15,~~Handling ~~2015 PLH Products, Inc. (Registrant)~~Costs

ByThe ~~/s/~~Company ~~Won~~records ~~Lee~~all ~~Won~~charges ~~Lee~~for outbound ~~Chief~~shipping ~~Financial~~and ~~Officer~~handling as revenue. All outbound shipping and ~~Duly~~handling costs ~~Authorized~~are ~~Officer~~included ofin ~~the~~selling, ~~Registrant~~general, ~~(principal~~and ~~accounting~~administrative expenses. The Company incurred $880,368 of outbound shipping and ~~financial~~handling ~~officer)~~costs for the year ended December 31, 2015.

~~Pursuant~~Accounts toReceivable ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.~~

Signature	Title	Date
Chief Executive Officer:
/s/ Seung Woo Lee	Chairman, Chief Executive	April 15, 2015
(Seung Woo Lee)	Officer and Director
Chief Financial Officer:
/s/ Won Lee	Chief Financial Officer,	April 15, 2015
(Won Lee)	(principal accounting and financial
	officer)
Directors:
/s/ Kyung Min Park	President and Director	April 15, 2015
(Kyung Min Park)

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

Inventories

Inventories primarily consist of finished goods and are stated at the lower of cost or market, cost being determined on the weighted average costing method which approximates actual cost. The Company maintains an allowance for potentially excess and obsolete inventories and inventories that are carried at costs that are higher than their estimated net realizable values.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

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

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

Intangible Assets

In December 2009, the Company incurred approximately $171,500 to patent and trademark certain products. These amounts were classified as prepaid expenses at December 31, 2010 and 2009. The Company incurred significant revenue related to these products in 2013 and the Company believes that these products have life of approximately 5 years. As a result, these costs are capitalized and amortized over the life of 5 years. Total intangible assets, net of accumulated amortization, are included in other assets in the balance sheet as of December 31, 2015.

Fair Value of Financial Instruments

The Company is required to disclose the estimated fair value of certain assets and liabilities in accordance with ASC-825-10, “Financial Instruments”. As of December 31, 2015, the Company believes that the carrying value of cash, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to the short maturity of theses financial instruments.

F-7

Income Taxes

The Company follows ASC 740, Income Taxes, which requires the recognition of 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 Company adopted ASC 740-10-25 on January 1, 2009, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25 for the year ended December 31, 2015.

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment,” the Company reviews for impairment of long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The Company considers the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount.

As of December 31, 2015, the Company was not aware of any events or changes in circumstances that would indicate that the long-lived assets are impaired.

Concentration of Credit Risk

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

The Company maintains cash in two accounts located in Southern California. All funds in a non-interest bearing transaction account are insured in full by the Federal Deposit Insurance Corporation (FDIC). This temporary unlimited coverage is in addition to, and separate from, the coverage of at least $250,000 available to depositors under the FDIC's general deposit insurance rules. Beginning January 1, 2013, the Federal Deposit Insurance Corporation (FDIC) will no longer provide unlimited deposit coverage to funds in a non-interest bearing transaction account. The standard insurance amount is $250,000 per deposits under the FDIC's general deposit insurance rules. At December 31, 2015, the Company did not have uninsured cash balance.

F-8

3.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

*December 31,*		*2015*

Land	$	1,777,116
Building		1,653,334
Furniture and fixtures		184,630
Machinery and equipment		227,227
Vehicles		28,004
Leasehold improvements		61,141

Total property, plant and equipment		3,931,452
Less – accumulated depreciation and amortization		(932,421	)

Total property, plant and equipment, net	$	2,999,031

Depreciation and amortization expense amounted to approximately $55,007 for the year ended December 31, 2015.

4.	INTANGIBLE ASSETS (INCLUDED IN OTHER ASSETS)

Intangible assets consisted of the following:

*December 31,*		*2015*
Trademark and patent	$	171,500
Less – accumulated amortization		(171,500	)
Total intangible assets, net	$	-

For the year ended December 31, 2015, amortization expense was $34,300.

F-9

5.	CAPITAL LEASE OBLIGATION

The Company leases certain equipment under capital leases, which require total monthly lease payments of approximately $2,800. The leases have interest rates of approximately 11.0% and expire on various dates through January 2019. The aggregate future payments under the capital lease obligations are as follows:

Years ending December 31,		Amount
2016		32,945
2017		8,908
2018		8,908
2019		1,842
Total		52,603
Less – portion representing interest		(6,111	)
Total		46,492
Less – non-current portion		(13,547	)

Current portion of capital lease obligation	$	32,945

6.	LINE OF CREDIT

The Company retains a revolving line of credit with a financial institution. The Company renewed its revolving line of credit with a financial institution on November 21, 2014. The line of credit has a maximum outstanding aggregate loan balance not to exceed $3,250,000 in 2015.

At December 31, 2015, the line of credit provides for variable interest based on the bank’s prime rate plus 0.75% (4.00% at December 31, 2015), payable monthly, with a maturity date of May 31, 2016. Borrowings under the line of credit are collateralized by the Company’s inventories and equipment. The Company had unused line of credit of $0 and outstanding balance of $3,250,000. The Company did not have any standby letters of credit as of December 31, 2015. Total interest expense was $127,778 for the year ended December 31, 2015.

The Company is required to comply with certain financial covenants under the line of credit agreement. The Company was not in compliance as of December 31, 2015.

F-10

7.	MORTGAGE AND TERM LOANS

Mortgage and term loans consisted of the following:

*December 31,*		*2015*

Note payable on a monthly basis (principal and interest) to a bank under a mortgage loan agreement dated November 21, 2013 with maturity date of November 21, 2020, secured by the Company’s building and land, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% at December 31, 2015).	$	3,185,650

The term loan agreement mentioned above was refinanced on November 21, 2013. Under the refinanced term loan agreement, note payable on a monthly basis (principal and interest) to a bank with maturity date of November 21, 2020, secured by substantially all of the assets of the Company, interest rate at bank’s prime rate plus 0.75% or a floor of 4.00 (4.00% at December 31, 2015)		1,291,710

Total mortgage and term loans		4,477,360
Less – long term portion		(4,151,190	)

Current portion of mortgage and term loans	$	326,170

Total interest expense under mortgage and term loans was $188,587 for the year ended December 31, 2015. The aggregate future payments under the bank loan payable are as follows:

Years ending December 31,		Amount

2016	$	326,170
2017		341,948
2018		356,761
2019		372,210
2020		3,080,271

Total	$	4,477,360

The Company is required to comply with certain financial covenants under the mortgage and term loan agreements. The Company was not in compliance as of December 31, 2015.

8.	BORROWINGS FROM OTHERS

In 2015, the Company had uncollateralized borrowings from an unrelated party bearing various interest and due on demand. The loan that the Company borrowed from 3^rd party company was amounted to $1,000,000 at December 31, 2015, and the interest rate is 8.5% . The other loans were set to monthly fixed interest amount. The total outstanding balance was $1,490,000 at December 31, 2015.

F-11

9.	INCOME TAX

The provision for income taxes consisted of the following:

*December 31,*		*2015*
Current:
Federal	$	167,480
State		45,550
Total		213,030

Deferred:
Federal		5,892
State		1,206
Total		7,098

Provision for income taxes	$	220,128

The Company’s deferred income tax (liability) asset consisted of the following:

*December 31,*		*2015*
Current deferred income tax (liabilities) assets:
Depreciation and amortization	$	(50,706	)
Total	$	(50,706	)

10.

INVESTMENTS IN AFFILIATES

The Company’s investments include wholly owned subsidiaries which are accounted for under the cost method under APB No. 18, Cost vs. Equity Method of Accounting (“APB 18”) as follows:

*December 31,*		*2015*

Pacific Cedar Supplies, Inc.	$	3,850,000
Pacific Cedar Supplies, Ltd.		2,000,000

Total investments	$	5,850,000

F-12

11.

RELATED PARTY TRANSACTIONS

The Company sells and purchases inventories from and to related parties who are wholly owned subsidiaries of the Company. These transactions undertaken on terms no better than for customers who are no related entities. Amounts owed to related parties are as follows:

*December 31,*		*2015*

Accounts receivables:
Pacific Cedar Supply, Inc.	$	5,434,360
Pacific Cedar Supply, Ltd.		1,789,816
Total	$	7,224,176

Prepayment to vendor:
Pacific Cedar Supply, Inc.	$	156,970
Pacific Cedar Supply, Ltd.		45,315
Total	$	202,285

Sales to Company’s related parties accounted for approximately 15% of total sales for the years ended December 31, 2015. The Company purchased total of $9,741,151from related parties for the years ended December 31, 2015.

12.

MAJOR CUSTOMERS

At least 10% of sales and related Accounts receivable from customers consisted of the following:

				*Accounts*
*Year ended / As of December 31, 2015,*		*Total Sales*		*Receivable*

Customer:
Samsong Caster Co., Ltd.	$	6,636,617	$	172,940
Pacific Cedar Supply, Inc.		2,838,101		5,434,360
Total	$	9,474,718	$	5,607,300

13.

MAJOR SUPPLIERS

At least 10% of purchases and related Accounts payable from suppliers consisted of the following:

				*Accounts*
		*Total*		*Payable*
*Year ended / As of December 31, 2015,*		*Purchases*		*(Prepayment)*

Purchases:
Pacific Cedar Supply, Ltd.	$	6,397,298	$	(45,315	)
Western Forest Products, Inc.		4,438,547		1,036,027
Pacific Cedar Supply, Inc.		3,343,853		(156,970	)
Total	$	14,179,698	$	833,742

F-13

14.

COMMITMENTS AND CONTINGENCIES

The Company leases certain automobiles under operating leases. The future minimum lease payments under these operating leases are as follows:

Year ending December 31,		Amount

2016	$	5,454

Total	$	5,454

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

15.

RETIREMENT PLAN

The Company has a 401(k) defined contribution retirement benefit plan for the U.S. employees. Contributions by the Company to the retirement plan and expense recognized for the year ended December 31, 2015 was $31,128.

16.

SUBSEQUENT EVENTS

In May 2009, the FASB issued ASC 855, “Subsequent Events.” ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.

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

F-14

Filing Compare · PLH Products, Inc.