UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended March 31, 2009 or





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





For the
transition period from _____________ to _____________





Commission
file number 0-21384





INTERNATIONAL
PACKAGING AND LOGISTICS GROUP, INC.


(Exact
Name of Registrant as Specified in its Charter)





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





7700
Irvine Center Drive, Suite 870


Irvine,
California


(Address
of Principal Executive Offices)





92608


(Zip
Code)





(949)
861-3560


(Registrant’s
Telephone Number, Including Area Code)








(Former
name, former address and former fiscal year, if changed since last
report)





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


x Yes       o No





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





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





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


o
Yes      x No





The
number of shares outstanding of the Issuer’s common stock as of May 15, 2009 was
4,504,214



































International
Packaging and Logistics Group, Inc.,


and
Subsidiaries





Condensed
Consolidated Financial Statements


for
the Three-Month Periods Ended





March
31, 2009 and 2008





International
Packaging and Logistics Group, Inc.,


and
Subsidiaries





Condensed
Consolidated Financial Statements


for
the Three-Month Periods Ended





March
31, 2009 and 2008













C  O  N  T  E  N  T  S










Condensed
      Consolidated Balance Sheets
            1Condensed
      Consolidated Statements of Operations and Comprehensive
      Income/(Loss)
            2Condensed
      Consolidated Statements of Cash Flows
            3Notes
      to Condensed Consolidated Financial Statements
            4 –
      15


International
Packaging and Logistics Group, Inc., and Subsidiaries
 Condensed
Consolidated Balance Sheets
 As
of March 31, 2009, and December 31, 2008











March
      31, 2009
            
            December
      31, 2008Current
      Assets
            (unaudited)Cash
            
            $
            437,926
            
            $
            64,967Short-term
      investments
            
            152,405
            
            
            128,553Accounts
      receivable (net of reserve for doubtfulaccounts
      of $0 and $0, respectively)
            
            2,010,055
            
            
            4,493,107Income
      tax refund receivable
            
            2,833
            
            
            25,091Prepaid
      taxes
            
            154,740
            
            
            -Total
      Current Assets
            
            2,757,959
            
            
            4,711,718Property,
      Plant and Equipment (net of accumulateddepreciation
      of $32,096 and $30,963, respectively)
            
            5,908
            
            
            7,041Other
      AssetsDeposits
            
            16,928
            
            
            16,928Deferred
      tax assets
            
            216,058
            
            
            166,709Total
      Other Assets
            
            232,986
            
            
            183,637Total
      Assets
            $
            2,996,853
            
            $
            4,902,396Liabilities
      and Stockholders’ EquityCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            $
            1,306,297
            
            $
            3,022,783Income
      taxes payable
            
            -
            
            
            93,260Related
      party advances
            
            38,400
            
            
            38,400Accrued
      liabilities - Kaire Holdings
            
            237,045
            
            
            237,045Total
      Current Liabilities
            
            1,581,742
            
            
            3,391,488Stockholders’
      EquityConvertible
      preferred shares: $0.0001 par value, 50,000,000shares
      authorized, 974,730 issued and outstanding
            
            98
            
            
            98Common
      stock: $0.001 par value, 900,000,000 sharesauthorized,
      4,504,214 issued and outstanding
            
            4,504
            
            
            4,504Additional
      paid-in capital
            
            1,346,231
            
            
            1,346,231Accumulated
      other comprehensive income/(loss)
            
            7,024
            
            
            (8,718)Retained
      earnings/(deficit)
            
            57,254
            
            
            168,793Total
      Stockholders’ Equity
            
            1,415,111
            
            
            1,510,908Total
      Liabilities and Stockholders’ Equity
            $
            2,996,853
            
            $
            4,902,396


See
accompanying notes.
 - 1
-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Condensed
Consolidated Statements of Operations
 and
Comprehensive Income/(Loss)
 For
the Three Months Ended March 31, 2009 and 2008
 (Unaudited)








2009
            
            2008Revenues
            $
            2,506,245
            
            $
            4,386,406Cost
      of Goods Sold
            
            (2,391,556)
            
            
            (3,922,932)Gross
      Profit
            
            114,689
            
            
            463,474Operating
      ExpensesAdministrative
      expenses
            
            110,426
            
            
            168,758Rent
            
            
            11,925
            
            
            20,203Salaries
      and wages
            
            161,887
            
            
            148,499Total
      Operating Expenses
            
            284,238
            
            
            337,460Income/(Loss)
      from Operations
            
            (169,549)
            
            
            126,014Other
      Income/(Expenses)Interest
      income
            
            551
            
            
            4,052Interest
      expense
            
            -
            
            
            (5,000)Total
      Other Income/(Expenses)
            
            551
            
            
            (948)Net
      Income/(Loss) before Income Taxes
            
            (168,998)
            
            
            125,066Income
      tax benefit/(expense)
            
            57,459
            
            
            (55,575)Net
      Income/(Loss) available to common shareholder
            
            (111,539)
            
            
            69,491Comprehensive
      Income/(Loss)Unrealized
      gain on investments
            
            15,742
            
            
            -Comprehensive
      Income/(Loss)
            $
            (95,797)
            
            $
            69,491Earnings
      per weighted average share of common stock - basic
            $
            (0.02)
            
            $
            0.02Earnings
      per weighted average share of common stock - diluted
            $
            (0.02)
            
            $
            0.01Weighted
      average shares outstanding - basic
            
            4,504,214
            
            
            4,504,214Weighted
      average shares outstanding - diluted
            
            4,504,214
            
            
            5,386,444


See
accompanying notes.
 - 2
-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Condensed
Consolidated Statements of Cash Flows
 For
the Three Months Ended March 31, 2009 and 2008
 (Unaudited)














2009
            
            2008Increase
      (decrease) in cash and cash equivalents:Net
      income/(loss)
            $
            (111,539)
            
            $
            69,491Adjustments
      to reconcile net income/(loss) to net cash usedin
      operating activities:Depreciation
      expense
            
            1,133
            
            
            1,359Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
            
            2,483,052
            
            
            711,293Decrease
      in income tax refund receivable
            
            22,258
            
            
            -(Increase)
      decrease in prepaid taxes
            
            (154,740)
            
            
            15,002Increase
      in deferred tax asset
            
            (57,459)
            
            
            -(Decrease)/increase
      in income taxes payable
            
            (93,260)
            
            
            40,573Decrease
      in accounts payable and accrued expenses
            
            (1,716,486)
            
            
            (857,387)Net
      cash generated by/(used in) operating activities
            
            372,959
            
            
            (19,669)Cash
      flow from investing activities:Net
      cash used in investing activities
            
            -
            
            
            -Cash
      flow from financing activities:Net
      cash provided by financing activities
            
            -
            
            
            -Net
      increase/(decrease) in cash and cash equivalents
            
            372,959
            
            
            (19,669)Cash
      and cash equivalents at beginning of period
            
            64,967
            
            
            210,082Cash
      and cash equivalents at end of period
            $
            437,926
            
            $
            190,413Supplementary
      disclosures of cash flow informationCash
      paid during the year forInterest
            $
            -
            
            $
            -Taxes
            $
            248,000
            
            $
            3,358Unrealized
      gain on short-term investments, net of tax
            $
            15,742
            
            $
            -


See
accompanying notes.
 - 3
-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies





Basis of
Presentation





These
interim consolidated financial statements represent the financial activity of
International Packaging and Logistics Group, Inc., (“IPL Group” or “the
Company”) a publicly traded company listed and traded on the NASDAQ Over the
Counter Bulletin Board (“OTCBB”).  The interim condensed consolidated
financial statements for the three months ended March 31, 2009 and 2008, and the
consolidated financial statements for the year ended December 31, 2008, have
been prepared in accordance with accounting principles generally accepted in the
United States.  The interim condensed consolidated financial
statements include the accounts of the Company and its
subsidiaries.  All intercompany transactions have been
eliminated.  The Company’s fiscal year ends on December 31 each
year.





The
foregoing unaudited interim condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Regulation S-X as
promulgated by the Securities and Exchange Commission (“SEC”). Accordingly,
these financial statements do not include all of the disclosures required by
generally accepted accounting principles in the United States of America for
complete financial statements.  These unaudited interim financial
statements should be read in conjunction with the audited financial statements
and the notes thereto included on Form 10-K for the period ended December 31,
2008.  In the opinion of management, the unaudited interim financial
statements furnished herein include all adjustments, all of which are of a
normal recurring nature, necessary for a fair statement of the results for the
interim period presented.





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





Operating
results for the three-month period ended March 31, 2009, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2009.








Nature of
Operations





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


-4-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Organization and Line of
Business





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





Effective
February 3, 1998, Interactive Medical Technologies, Ltd., changed its name to
Kaire Holdings Incorporated, and effective May 28, 2008, its name changed from
Kaire Holdings Incorporated to International Packaging and Logistics Group,
Inc.





On
January 23, 2007, IPL Group and its wholly-owned subsidiary, YesRx, executed a
Letter of Intent whereby YesRx would acquire all of the outstanding stock of
H&H Glass Corporation, an Illinois corporation.  H&H Glass was
formed in 1989.  As part of this transaction, on February 4, 2007, IPL
Group discontinued its pharmacy business, and Effective Health, Inc., was shut
down.








Principles of
Consolidation





The
interim condensed consolidated financial statements include the accounts of IPL
Group and its wholly-owned subsidiaries (collectively the
“Company”).  The Company’s subsidiaries include H&H Glass and
Effective Health, Inc.  Intercompany accounts and transactions have
been eliminated upon consolidation.  The condensed consolidated
balance sheets as of March 31, 2009, and December 31, 2008, contain the balances
of H&H Glass, IPL Group and its other subsidiaries as of those
dates.  The condensed consolidated statements of operations for the
three-month period ending March 31, 2009, contain the consolidated results of
operations of H&H Glass and of IPL Group and its other
subsidiaries.








Estimates





The
preparation of condensed consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
the disclosures of contingent assets and liabilities at the date of the
financial statements.  Significant estimates include an allowance for
doubtful accounts and the valuation of available-for-sale
securities.








Cash and Cash
Equivalents





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





-5-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Revenue
Recognition





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








Concentration of Credit
Risk





The
Company, at times, maintains cash balances in excess of the federally insured
limit of $250,000 and $100,000 per institution in 2009 and 2008,
respectively.  In December 2008, the
Company’s bank entered into the FDICTemporary Liquidity Guarantee
Program, which eliminated the ceiling on federally insured
deposits.  The Company had no uninsured balance as of March 31, 2009,
or December 31, 2008.





The
Company maintains balances in a Money Market Fund that is not federally
insured.  Balances in this fund were $378,775 and $189,822 at March
31, 2009, and December 31, 2008, respectively.





The
Company had unsecured available-for-sale investment with a fair value of
$152,405 and $128,553 at March 31, 2009, and December 31, 2008,
respectively.





Accounts
receivable are typically unsecured.  The Company performs ongoing
credit evaluations of its customers’ financial condition.  It
generally requires no collateral and maintains reserves for potential credit
losses on customer accounts, when necessary.  As of March 31, 2009,
76.4% of H&H Glass’s Accounts Receivable were attributable to three
customers.  As of December 31, 2008, 79.7% of H&H Glass’s Accounts
Receivable were attributable to three customers.  At March 31, 2009
and December 31, 2008, H&H Glass had no reserves for doubtful accounts, as
the Company believes that all of its accounts receivable are fully
collectible.





H&H
Glass purchased 100% of its glass from one vendor in the three-month period
ending March 31, 2009 and 2008.  During the three-month period ending March
31, 2009 and 2008, H&H Glass purchased $1,877,502 and $3,127,125 of products
from this vendor, respectively.  This concentration is due to the
relatively small size of H&H Glass’s orders.  As customer orders have
been growing in size, H&H Glass has begun to seek additional
suppliers.








Net Earnings/(Loss) per
Share





Earnings/(loss)
per common share is computed on the weighted average number of common shares
outstanding during each year.  Basic earnings per share is computed as
net loss applicable to common stockholders divided by the weighted average
number of common shares outstanding for the period.  Diluted earnings
per share reflects the potential dilution that could occur from common shares
issuable through convertible preferred shares, stock options, warrants and other
convertible securities when the effect would be dilutive.





-6 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Property and
Equipment





Property
and equipment are stated at cost.  Depreciation is computed for
financial reporting purposes using the straight-line method over the estimated
useful lives of the assets.  The Company uses other depreciation
methods (generally accelerated) for tax purposes.  Repairs and
maintenance that do not extend the useful life of property and equipment are
charged to expense as incurred.  When property and equipment are
retired or otherwise disposed of, the asset and its accumulated depreciation are
removed from the accounts, and the resulting profit or loss is reflected in
income.





The
estimated service lives of property and equipment are principally as
follows:





Computers
      and equipment
            3-5
      yearsFurniture
      & Fixtures
            5-7
      years








Income
Taxes





The
Company accounts for its income taxes using the Financial Accounting Standards
Board Statements of Financial Accounting Standards No. 109, “Accounting for
Income Taxes,” which requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts and
operating loss and tax credit carryforwards.  Deferred tax expense or
benefit is recognized as a result of timing differences between the recognition
of assets and liabilities for book and tax purposes during the
year.





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





The
Company accounts for income taxes in accordance with FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes.”  The Interpretation
requires that realization of an uncertain income tax position must be estimated
as “more likely than not” (i.e., greater than 50% likelihood of receiving a
benefit) before it can be recognized in the financial
statements.  Further, the Interpretation requires the recognition of
tax benefits recorded in the financial statements to be based on the amount most
likely to be realized assuming a review by tax authorities having all relevant
information.  The Interpretation also clarifies the financial
statement classification of tax-related penalties and interest and sets forth
new disclosures regarding unrecognized tax benefits.








Fair Value of Financial
Instruments





The
Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles.  SFAS No. 157, “Fair Value
Measurements,” requires certain disclosures regarding the fair value of
financial instruments.  For certain of the Company’s financial
instruments, including cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities, the carrying amounts approximate fair value due
to their short maturities.


- 7 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Fair Value of Financial
Instruments (continued)





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (SFAS
157), which is effective for fiscal years beginning after November 15, 2008, and
for interim periods within those years.  This statement defines fair
value, establishes a framework for measuring fair value and expands the related
disclosure requirements.  The statement indicates, among other things,
that a fair value measurement assumes that the transaction to sell an asset or
transfer a liability occurs in the principal market for the asset or liability
or, in the absence of a principal market, the most advantageous market for the
asset or liability based upon an exit price model.





SFAS
No. 157 prescribes a fair value hierarchy in order to increase consistency
and comparability in fair value measurements and related
disclosures.  The hierarchy is broken down into three levels based on
the reliability of inputs as follows:





•
            Level 1—Valuations
      based on quoted prices in active markets for identical
      assets.  Since valuations are based on quoted prices that are
      readily and regularly available in an active market, valuation of these
      products does not entail a significant degree of
  judgment.


•
            Level 2—Valuations
      based on quoted prices in markets that are not active or for which all
      significant inputs are observable, directly or
      indirectly.  Quoted prices for similar instruments in active
      markets, quoted prices for identical or similar instruments in markets
      that are not active, or other inputs that are observable or can be
      corroborated by observable market data for substantially the full term of
      the assets or liabilities.


•
            Level 3—Valuations
      based on inputs that are unobservable and significant to the overall fair
      value measurement.








Stock-Based
Compensation





The
Company has utilizes the fair-value-based method of accounting prescribed in
Financial Accounting Standards Board Statement No. 123R, “Accounting for
Stock-Based Compensation” (“FAS-123R”) for its employee stock option
plans.





FAS-123R
requires companies to apply a fair-value-based measurement method in accounting
for shared-based payment transactions with employees and to record compensation
cost for all stock awards.  The scope of FAS-123R encompasses a wide
range of share-based compensation arrangements, including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans.  The Company did not have any unvested
employee stock options or warrants outstanding at March 31, 2009, or December
31, 2008.








- 8 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Comprehensive Income
(Loss)





Statement
of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”
(SFAS 130) established standards for reporting and display of comprehensive
income (loss) and its components in a full set of general-purpose financial
statements.  Comprehensive income consists of net income and
unrealized gains (losses) on available-for-sale securities.  The
Company does not incur currency translation adjustments because all transactions
with foreign companies are denominated in US Dollars.  The Statement
requires only additional disclosures in the consolidated financial statements
and does not affect the Company’s financial position or results of
operations.








Long–Lived
Assets





In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets” the Company
periodically evaluates the carrying value of long-lived assets to be held and
used, including intangible assets, when events and circumstances warrant such a
review.  The carrying value of a long-lived asset is considered
impaired when the anticipated discounted cash flow from such asset is separately
identifiable and is less than its carrying value.  In that event, a
loss is recognized based on the amount by which the carrying value exceeds the
fair market value of the long-lived asset.  Fair market value is
determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved.  Losses on long-lived assets to
be disposed of are determined in a similar manner, except that fair market
values are reduced for the cost to dispose.








Recent Accounting
Pronouncements





In April
2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.”  This FSP provides additional guidance for estimating
fair value in accordance with FASB Statement No. 157, Fair Value Measurements,
when the volume and level of activity for the asset or liability have
significantly decreased.  This FSP also includes guidance on
identifying circumstances that indicate a transaction is not
orderly.  This FSP emphasizes that even if there has been a
significant decrease in the volume and level of activity for the asset or
liability and regardless of the valuation technique(s) used, the objective of a
fair value measurement remains the same.  Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction (that is, not a forced liquidation or distressed sale) between
market participants at the measurement date under current market
conditions.  FSP FAS 157-4 is effective for interim and annual
reporting periods ending after June 15, 2009, and is applied
prospectively.  The Company does not believe that the implementation
of this standard will have a material impact on its financial
statements.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value
of Financial Instruments”.  This FSP amends FASB Statement No.
107, “Disclosures about Fair
Value of Financial Instruments” to require disclosures about fair value
of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements.  This FSP also
amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting
periods.  FSP FAS 107-1 and APB 28-1 are effective for interim and
annual reporting periods ending after June 15, 2009.  The Company does
not believe that the implementation of this standard will have a material impact
on its financial statements.


- 9 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


1.           Summary of Significant
Accounting Policies (continued)





Recent Accounting
Pronouncements (continued)





In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments”.  This FSP amends the
other-than-temporary impairment guidance for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments in the financial statements.  The
most significant change the FSP brings is a revision to the amount of
other-than-temporary loss of a debt security recorded in
earnings.  FSP FAS 115-2 and FAS 124-2 are effective for interim and
annual reporting periods ending after June 15, 2009.  The Company does
not believe that the implementation of this standard will have a material impact
on its financial statements.





In
November of 2008, the SEC released a proposed roadmap regarding the potential
use by U.S. issuers of financial statements prepared in accordance with
International Financial Reporting Standards (“IFRS”).  IFRS is a
comprehensive series of accounting standards published by the International
Accounting Standards Board (“IASB”).  Under the proposed roadmap, the
Company may be required in fiscal 2015 to prepare financial statements in
accordance with IFRS.  However, the SEC will make a determination in
2011 regarding the mandatory adoption of IFRS.  The Company is
currently assessing the impact that this potential change would have on its
consolidated financial statements, and the Company will continue to monitor the
development of the potential implementation of IFRS.




In March
2009, FASB unanimously voted for the FASB “Accounting Standards
Codification” (the “Codification”) to be effective beginning on
July 1, 2009.  Other than resolving certain minor inconsistencies
in current United States Generally Accepted Accounting Principles (“GAAP”), the
Codification is not supposed to change GAAP, but is intended to make it easier
to find and research GAAP applicable to particular transactions or specific
accounting issues.  The Codification is a new structure, which takes
accounting pronouncements and organizes them by approximately ninety accounting
topics.  Once approved, the Codification will be the single source of
authoritative U.S. GAAP.  All guidance included in the Codification
will be considered authoritative at that time, even guidance that comes from
what is currently deemed to be a non-authoritative section of a
standard.  Once the Codification becomes effective, all
non-grandfathered, non-SEC accounting literature not included in the
Codification will become non-authoritative.





Other
recent accounting pronouncements issued by the FASB (including its EITF), the
American Institute of Certified Public Accountants (“AICPA”) and the SEC did not
or are not believed by management to have a material impact on the Company’s
present or future financial statements.











2.           Preferred Stock
Transactions





The
agreement with the former holders of IPLGroup’s convertible debt stated that all
debt and related convertible interest would be converted into fixed rate
convertible preferred shares at an exercise price fixed on a post-reverse split
basis of $3 per share, and that 882,230 shares would have to be issued in order
to retire the debt.  The agreement stated that the shares would be
issued after the Company completed a reverse stock split in early fiscal 2008
and changed its state of domicile from Delaware to Nevada.





- 10
-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


2.           Preferred Stock Transactions
(continued)





These
shares were issued in June 2008, but the Company has deemed these shares to have
been issued concurrent with the merger.  The Company recorded 882,230
shares at $0.0001 par value to retire debt and interest totaling
$2,646,692.  Preferred shares are convertible into common shares on a
1:1 ratio at a fixed rate of $3 per share.  Preferred shares have no
voting rights, have no redemption rights and earn no
dividends.  Holders of Series A Convertible Preferred Stock are not
permitted to convert their stock into common shares until the Company’s market
capital reaches $15,000,000.  Upon dissolution, liquidation or winding
up of the Company, whether voluntary or involuntary, the holders of the then
outstanding shares of Series A Convertible Preferred Stock shall be entitled to
receive out of the assets of the Company the sum of $0.0001 per share (the
“Liquidation Rate”) before any payment or distribution shall be made on any
other class of capital stock of the Company ranking junior to the Series A
Convertible Preferred Stock.





In
addition, the Company recorded 92,500 shares of Series A Convertible Preferred
Stock to retire two promissory notes and interest totaling
$277,500.





Statement
of Financial Accounting Standards No. 150: Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (FAS 150)
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and
equity.





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





Based on
the assessment of FAS 150, the Company determined that the preferred shares
are not mandatorily redeemable and are properly classified as equity in the
accompanying financial statements.











3.           Common Stock
Transactions





Common stock transactions
during the three months ending March 31, 2009:





None.








Common stock transactions
during the three months ending March 31, 2008:





None.








-
11 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


4.           Related Party
Transactions





Allen
Lin





The
Company paid Mr. Allen Lin, President of H&H Glass and a member of the board
of directors of the Company, salary of $92,500 and $50,001 for the three-month
periods ended March, 2009 and 2008 respectively.  Mr. Lin also
received $1,500 in director’s fees for the three-month period ending March 31,
2008.








Josephine
Lin





Josephine
Lin, Mr. Lin’s wife, is employed by the Company and was paid salary of $13,375
and $12,600 for the three-month periods ended March 31, 2009 and 2008,
respectively.








Steven
Westlund





For the
three month periods ending March 31, 2008 and 2009, Mr. Westlund, the Company’s
Chief Executive Officer and acting Chief Financial Officer, was paid $1,500 and
$1,500 respectively in cash for Director fees.








William
Gresher





For the
three-month periods ending March 31, 2008 and 2009, Mr. Gresher, a member of the
Board of Directors, was paid $1,500 and $1,500 respectively in cash for Director
fees.











5.           Property and
Equipment





H&H
Glass’s property and equipment at March 31, 2009 and December 31, 2008,
consisted of the following:





2009
            
            2008Furniture
      and fixtures
            $
            14,552
            
            $
            14,552Computers
      and equipment
            
            23,452
            
            
            23,45238,004
            
            
            38,004Less
      accumulated depreciation
            
            (32,096)
            
            
            (30,963)Total
            $
            5,908
            
            $
            7,041








H&H
Glass recorded depreciation expense for the three-month periods ending March 31,
2009 and 2008, of $1,133 and $1,359, respectively.








-12-
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009


6.           Commitments and
Contingencies





Leases





Operating
leases





H&H
Glass rents 2,887 square feet of office space for its
headquarters.  The lease began on January 1, 2005, and expired on
August 31, 2008.  It was renewed on September 1, 2008, and expires on
August 31, 2013.  As of December 31, 2008, total monthly base rent is
$8,265.  As of March 31, 2009, total monthly base rent is
$8,265.  The Landlord provided H&H a tenant improvement allowance
equal to $45,458 to be allocated equally over the first eleven months of the
lease ($4,133 per month).  Future minimum payments on this lease for
fiscal years following March 31, 2009, are:





Year
      ended December 31,2009
            $
            75,5422010
            
            103,8492011
            
            107,483Thereafter
            
            187,119$
            473,993








H&H
Glass recorded rent expense of $11,925 and $20,203 for the three months ending
March 31, 2009 and 2008, respectively.








Litigation





The
Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations.  The
Company is not currently aware of any formal legal proceedings or claims that
the Company believes will have, individually or in the aggregate, a material
adverse effect on the Company’s financial position or results of
operations.











7.           Earnings per
Share





Earnings
per share have been calculated using the weighted average number of shares
outstanding during each period.  The Company’s Convertible Preferred
Shares constituted potentially dilutive securities.  However, the net
loss at March 31, 2009, would have made these securities
anti-dilutive.  Therefore, basic and fully diluted loss per share at
March 31, 2009, are the same.


- 13 -
 
 International
Packaging and Logistics Group, Inc., and Subsidiaries
 Notes
to Condensed Consolidated Financial Statements
 March
31, 2009





7.           Earnings per Share
(continued)





Earnings
(loss) per share of common stock are calculated as follows:





For
      the Three Months Ended March 31,2009
            
            2008BASIC
      EARNINGS PER SHARE OF COMMON STOCK:Net
      earnings (loss) available to common stockholders
            $
            (111,539)
            
            $
            69,491Weighted
      average common shares outstanding
            
            4,504,214
            
            
            4,504,214Basic
      earnings/(loss) per share of common stock
            $
            (0.02)
            
            $
            0.02DILUTED
      EARNINGS PER SHARE OF COMMON STOCK:Net
      earnings (loss) available to common stockholders
            $
            (111,539)
            
            $
            69,491Weighted
      average common shares outstanding
            
            4,504,214
            
            
            4,504,214Effect
      of dilutive securities:Options
            
            -
            
            
            -Convertible
      preferred stock
            
            -
            
            
            882,230Weighted
      average common shares outstanding after effect of dilutive
      securities
            
            4,504,214
            
            
            5,386,444Diluted
      earnings/(loss) per share of common stock
            $
            (0.02)
            
            $
            0.01











8.           Fair Value
Measurements





The
Company designates cash equivalents (consisting of money market funds) and
investments in securities of publicly traded companies as Level 1.
 The total amount of the Company’s investment classified as Level 3 is
$152,405.  The fair value of the Company’s debt as of March 31, 2009 and
December 31, 2008 approximated fair value at those times.





In
January 2009, the Company adopted SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115.”  SFAS No. 159 permits the Company to elect fair
value as the initial and subsequent measurement attribute for certain financial
assets and liabilities that are not otherwise required to be measured at fair
value on an instrument-by-instrument basis.  If the Company elects the
fair value option, it would be required to recognize subsequent changes in fair
value in the Company’s earnings.  This standard also establishes
presentation and disclosure requirements designed to improve comparisons between
entities that choose different measurement attributes for similar types of
assets and liabilities.  While SFAS No. 159 became effective for the
Company in 2009, the Company did not elect the fair value measurement option for
any of its existing assets and liabilities and accordingly SFAS No. 159 did not
have any impact on the Company’s consolidated financial
statements.  The Company could elect this option for new or
substantially modified assets and liabilities in the future.





Fair
value of financial instruments:  The carrying amounts of financial
instruments, including cash and cash equivalents, short-term investments,
accounts payable, accrued expenses approximated fair value as of March 31, 2009,
and December 31, 2008, because of the relative short-term nature of these
instruments.  ’The fair value of the Company’s available-for-sale
securities was $152,405 at March 31, 2009, and these securities are classified
as Level 3.











-
14 -





9.           Subsequent
Events





In March
2009, International Packaging and Logistics Group, Inc. (“IPL Group Inc.”)
(Buyer), acquired a majority interest in EZ LINK Corporation (“EZ LINK”)
(Seller) which is a logistics company headquartered in Taiwan.  EZ
Link was established in July 2003 under the Company Law of Republic of
China.  EZ LINK is a full service international freight forwarder, who
has current networks to locations in China, Hong Kong, South East Asia, North
East Asia, North America, Latin America and Europe.  In fiscal year
2007, EZ LINK had audited net revenues of approximately $6.6 million $US with
fiscal year 2008 net revenues expected to be approximately $8.0 million
$US.  EZ LINK will be operated as a majority owned subsidiary of IPL
Group Inc.  The Company is waiting for the PRC Taiwan
approval.  As a result, the Company will determine the actual
acquisition date when such approval is received.





The
capital stock of the EZ LINK consists of 1,350,000 authorized shares of common
stock, NT$10 par value, of which 1,350,000 shares are currently issued and
outstanding and held by Seller (“Shares”).  Upon the terms and
conditions set forth below, Seller desires to assign fifty-one percent (51%) of
EZ LINK shares, or 688,500 shares in the aggregate, to Buyer, such that,
following such transaction, EZ KINK will be a majority owned subsidiary of
Buyer.  The parties agree that 51% ownership of the issued and
outstanding shares of EZ LINK has a present estimated market value of
approximately US$1,600,000 (the “Purchase Price”).





(a)
            One
      half of the Purchase Price amount (US$800,000) shall be paid in common
      shares of IPL Group, Inc. as of the closing date based on a per share
      value of US$1.75, or 457,143 shares.  Such shares shall bear the
      appropriate restrictions.





(b)
            One
      half of the Purchase Price amount (US$800,000) shall be paid in Series B
      Convertible preferred shares which will be convertible into shares of IPL
      Group, Inc. common shares on a one for one basis.  The preferred
      shares shall be valued at US$2.00 per share, and will be exercisable
      pursuant to the terms and conditions specified in the purchase
      agreement.





- 15 -
 
 International
Packaging and Logistics Group, Inc.
 and
Subsidiaries
 March
31, 2009


Item
2.                      Management's Discussion and Analysis
of Financial Condition and Results of Operations.








SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS’








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





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





You
should read this section in combination with the section entitled Management’s
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2008 included in our Annual Report on Form 10-K for the
year ended December 31, 2008.








Overview





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





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





Concerning the acquisition of EZ Link
Corporation, we are still waiting for the PRC Taiwan approval which we
anticipate will happen soon.  As a result we will determine the actual
acquisition date when such approval is received.





Plan of
Operation





Our
general operating plan is as follows:








-
16 -








Short
Term





●
            Continue
      growing revenue and profits through the existing
  business;●
            Meet
      the challenge of the declining world economy while maintaining revenue and
      profitability - our goal will be to  focus closely on product
      mix, improve
              our
      gross margin and develop new projects with existing
    clients;●
            Expand
      the supply network for our products;●
            Expand
      our current business model to include other areas that fall within our
      distribution expertise such as packaging that uses plastic and acrylic
      material.●
            Due
      to the turndown of the economy the business environment was very tough in
      2008 and continued through the first quarter of 2009.  As a
      result IPLO
              had to
      turn its aggressiveness up a notch  in 2009 to achieve upward
      opportunities in helping customers achieve savings by offering cost
      reductions in
              product
      and transportation costs through its just –in-time inventory delivery
      program.








Long
Term





●
            Expand
      our service into other areas such as Europe and Australia through the same
      supplier channel.  Our existing business model copies to other
      markets
              naturally.







Results of
Operations





Three
months ending March 31, 2009 and 2008





Revenue:





For the
three months ending March 31, 2009 and 2008, revenues were approximately
$2,506,245 and $4,386,406 respectively, for a decrease of $1,880,161 (42.9%)
over the same period in 2008.  The decrease in revenue is a mainly due
to two factors, the first being the slowdown in the worldwide economy and
second, most of our customers placed large inventory orders in the final quarter
of 2008 which resulted in fewer orders in the current quarter of March 31,
2009.  An offset to revenue of approximately $46,538 (or $40,835
(716.0%) greater than prior period) was a result carton quality
issues.





Concerning
the decrease in revenue, second quarter results will still be somewhat depressed
compared to prior year, however, initial figures show that we are closing the
gap.  In addition, we have signed up a new client which over the next
six months also is expected to bring in an additional $1.2 million in
revenue.





Cost of Goods
Sold:





Cost of
goods sold for the three months ending March 31, 2009 and 2008 were $2,391,556
and $3,922,932 respectively, for a decrease of $1,531,376 (39.0%) over the same
period in 2008. This decrease is a direct result of the decrease in
sales.








-
17 -





Gross
Profit:





Gross
profit was $114,689 and $463,474 for the three months ending March 31, 2009 and
2008, a decrease of $348,785 (75.3%) over the same period in
2008.   The gross profit margin as a percent of sales for the
three months ending March 31, 2009 and 2008 was 4.6% and 10.6 % respectively for
a decrease of 6.0%.  2% of the decrease in gross profit is
attributable to a higher cost of product then the same period prior
year.  The higher cost would be attributable to the produce mix
sold.  Another 2% of the decrease is attributable to an increase in
the cost of ocean freight.  This increase in cost was a result of a
decrease in FOB shipments, i.e. a product mix issue.  The final 2% is
due to miscellaneous increases in costs.  Concerning the product mix,
gross margins will continue to be depressed in 2009 due to the pushing of lower
margin products in order to generate revenue combined with pricing pressures on
products as a result of competition in this depressed economy.  Our
strategy is to maintain market share and as the economy recovers so will the
product margins.





Operating
Expenses:





Operating
expenses for the three month periods ended March 31, 2009 and 2008 were $284,238
and $337,460 respectively for a decrease of $53,222 (15.8%) from the same period
prior year.  These differences in operating expenses were mostly
attributable to the following:







Other Income
(Expenses):





Interest
income for the three months ended March 31, 2009 and 2008 was $551 and $4,052
respectively for a decrease of $3,501 (86.4%) from the same period prior year as
a result of a smaller sum of money being left in the bank to earn
interest.





Interestexpensefor the three months
ended March 31, 2009 and 2008 was $0 and $5,000 respectively for a decrease of
$5,000 (100.0%) respectively from the same period prior year representing the
interest on two promissory notes issued in February 2007 that totaled $250,000
in the aggregate.  These notes were converted into preferred shares on June
30, 2008.  There was no equivalent expense in the current
year.








-
18 -





Federal Income
Tax





The
Company utilizes SFAS No. 109, “Accounting for 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
provision for income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities











Liquidity and Capital
Resources







Cash flow
generated in operations for the three months ending March 31, 2009 amounted to
$372,959, which mainly consisted the following: 1) decrease in account
receivable or $2,483,052 – mainly due to the decrease in sales, 2) decrease in
income tax refund receivable of $22,258 and 3) depreciation expense
of  $1,133 offset by; 1) the net loss for the three month period
ending March 31, 2009 of $111,539, 2) increase in prepaid taxes of $154,740, 3)
decrease in income taxes payable of $93,260, 4) increase in deferred tax asset
of $57,459 and 5) a decrease in accounts payable of $1,716,486 due to the
decrease in sales resulting in less inventory purchases.





On March
31, 2009 the Company had total assets of $2,996,853 compared to $4,902,396 on
December 31, 2008, a decrease of $1,905,543 or 38.9%.  The Company had
total stockholders’ equity of $1,415,111 on March 31, 2009, compared to a
stockholders’ equity of $1,510,908 on December 31, 2008, a decrease of $95,797
(6.3%).  As of March 31, 2009 the Company's working capital position
decreased by $144,013 (10.9%) from working capital of $1,320,230 at December 31,
2008 to working capital of $1,176,217 at March 31, 2009.  This
decrease of $144,013 (10.9%) is mainly a result of the decrease in the world
economy resulting in a decrease in revenue (and a net loss) by the
Company.





Capital
Resources





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














-
19 -














Subsequent
Events:





In March
2009, International Packaging and Logistics Group, Inc. (“IPL Group Inc.”)
(Buyer), acquired a majority interest in EZ LINK Corporation (“EZ LINK”)
(Seller) which is a logistics company headquartered in Taiwan.  EZ
Link was established in July 2003 under the Company Law of Republic of
China.  EZ LINK is a full service international freight forwarder, who
has current networks to locations in China, Hong Kong, South East Asia, North
East Asia, North America, Latin America and Europe.  In fiscal year
2007, EZ LINK had audited net revenues of approximately $6.6 million $US with
fiscal year 2008 net revenues expected to be approximately $8.0 million
$US.  EZ LINK will be operated as a majority owned subsidiary of IPL
Group Inc.  The Company is waiting for the PRC Taiwan
approval.  As a result we will determine the actual acquisition date
when such approval is received.





The
capital stock of the EZ LINK consists of 1,350,000 authorized shares of common
stock, NT$10 par value, of which 1,350,000 shares are currently issued and
outstanding and held by Seller (“Shares”).  Upon the terms and
conditions set forth below, Seller desires to assign fifty-one percent (51%) of
EZ LINK shares, or 688,500 shares in the aggregate, to Buyer, such that,
following such transaction, EZ LINK will be a majority owned subsidiary of
Buyer.  The parties agree that 51% ownership of the issued and
outstanding shares of EZ LINK has a present estimated market value of
approximately US$1,600,000 (the “Purchase Price”).





(c)
            One
      half of the Purchase Price amount (US$800,000) shall be paid in common
      shares of IPL Group, Inc. as of the closing date based on a per share
      value of US$1.75, or 457,143 shares.  Such shares shall bear the
      appropriate restrictions.





(d)
            One
      half of the Purchase Price amount (US$800,000) shall be paid in Series B
      Convertible preferred shares which will be convertible into shares of IPL
      Group, Inc. common shares on a one for one basis.  The preferred
      shares shall be valued at US$2.00 per share, and will be exercisable
      pursuant to the terms and conditions specified in the purchase
      agreement.







ITEM 4T.
CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures





As of
March 31, 2009, under the supervision and with the participation of the
Company's Chief Executive Officer and the Chief Financial Officer, management
has evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in the Securities Exchange Act of
1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Annual Report on Form 10-K (the "Evaluation Date"). Based on that evaluation,
the Chief Executive Officer and the Chief Financial Officer have concluded that
the Company's disclosure controls and procedures were effective as of March 31,
2009.





Changes
in Internal Control over Financial Reporting





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





-
20 -





PART
II.  OTHER INFORMATION





Item
1.                      Legal
Proceedings





None





ITEM
2                   Unregistered
Sales of Equity Securities and Use of Proceeds





None





ITEM
3.                  Defaults
Upon Senior Securities





None





ITEM
4.                  Submission
of Matters of a Vote to Security Holders





None





ITEM
5.                  Other
Information





None





ITEM
6.                  Exhibits








a)
Exhibits





31.1  Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a)


( Section 302 of the Sarbanes-Oxley Act of 2002)





31.2  Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a)


( Section 302 of the Sarbanes-Oxley Act of 2002)





32.1 C ertification
of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350


(Section 906 of the Sarbanes-Oxley Act of 2002)





32.2  Certification of the Chief Financial
Officer pursuant to 18 U.S.C.ss.1350


(Section 906 of the Sarbanes-Oxley Act of 2002)








-
21 -
 
 International
Packaging and Logistics Group, Inc.
 and
Subsidiaries
 March
31, 2009











SIGNATURES











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








International Packaging and
Logistics Group, Inc.


(Registrant)











Dated:  May
20,
2009                                                                 By:
/s/Steven  R.Westlund


Steven Westlund


Chief Executive Officer


Principal Financial Officer and Director








By: /s/Allen
Lin_________


Allen Lin, Director


President H&H Glass








By: /s/William
Gresher_________


William Gresher, Director





-22-