---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
2006

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ]

Commission file number 000-29981

BIOPACK ENVIRONMENTAL SOLUTIONS
INC.(Name of small business issuer in its charter)

|Nevada                                                               | 91-2027724                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

|18/F Metroplaza Tower II, 223 Hing Fong Road, Kwai |           
|-------------------------------------------------- | ----------
|Chung, New Territories, Hong Kong                  |           
|(Address of principal executive offices)           | (Zip Code)

Issuer's telephone number +852.3586.1383

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001(Title of
class)

Preferred Stock, par value $0.001(Title of
class)

Check whether the issuer is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act. [ ].

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

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

---

- 2 -

Yes [ ] No [X ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.
$1,936

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

37,767,934 common shares @ $0.845(1) = $31,913,904(1)Average of bid and ask closing prices on March 30, 2007.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

**173,821,159common shares issued and outstanding as of
  March 30, 2007.**

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [
]; No [X].

---

- 3 -

PART I

|Item 1. | Description of Business.
|------- | ------------------------

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled "Risk Factors", that
may cause our company's or our industry's 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 these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and
"Biopack Environmental Solutions" mean Biopack Environmental Solutions Inc. and
our subsidiaries, unless otherwise indicated.

We were incorporated on August 28, 2000 in the state of Nevada
under the name Quadric Acquisitions. Following our incorporation we were not
actively engaged in any business activities. On April 25, 2001, we were acquired
by Zkid Network Company and changed our name to ZKid Network Co. As a result, we
became engaged in the business of providing media content for children through
the use of our proprietary software.

On February 8, 2006, we announced that we would be unable to
raise the necessary funds to continue with our then-existing business model and
plan. Accordingly, we decided to seek an active company to acquire.

On May 8, 2006, we closed a share exchange agreement with Star
Metro Group Limited, which became our wholly-owned subsidiary. Under the terms
of the share exchange agreement we exchanged 60,000,000 shares of our company
for 100% of the issued and outstanding shares of Star Metro Group at a ratio of
1 share of our common stock for 2,000 shares of Star Metro Group Limiteds
stock. As a result of the share exchange agreement, we became engaged in the
development of a line of biodegradable, single use, food and beverage
containers.

On March 20, 2006, we changed our name from ZKid Network Co. to
Eatware Corporation.

On November 27, 2006, we changed our name from Eatware
Corporation to Star Metro Corp. We were required to effect this name change
by the terms of an agreement we entered into on November 13, 2006, with Glory
Team Industrial Limited and Eddie Chou.

On February 26, 2007, we changed our name from Star Metro
Corp. to Biopack Environmental Solutions Inc. The name change was effected by
merging Biopack Environmental Solutions Inc., our newly incorporated and
wholly-owned subsidiary, with and into our company, with our company carrying on
as the surviving corporation under the name Biopack Environmental Solutions
Inc.

On March 27, 2007, we completed a share exchange with Roots Biopack
  Group and the shareholders of Roots Biopack Group. Under the terms of the share
  exchange agreement we acquired all of the issued and outstanding common shares
  of Roots Biopack Group in exchange for the issuance by our company of 90,000,000
  common shares to the former shareholders of Roots Biopack Group. As of the closing
  date of the share exchange agreement, the former shareholders of Roots Biopack
  Group held approximately 62.13% of the issued and outstanding common shares
  of our company.

---

- 4 -

Roots Biopack Group, for accounting purposes, is regarded as
  our predecessor entity as of March 27, 2007. Starting with the periodic report
  for the quarter in which the acquisition was consummated, we will file annual
  and quarterly reports based on the December 31 fiscal year end of Roots Biopack
  Group. Such financial statements will depict the operating results of Roots
  Biopack Group, including the acquisition of our company, from March 27, 2007.

Business Subsequent to the Acquisition of Roots Biopack
Group

As of the closing date of the share exchange agreement on March
  27, 2007, we are continuing in the business of the research and development,
  manufacturing and sale of bio-degradable food containers and we are adding industrial
  packaging to our list of disposable packaging products. However, we are moving
  forward as the successor business to Roots Biopack Group. We continue to rely
  on a factory located at Shunde City, China, with which we contract, to manufacture
  our biodegradable food container products. However, within a year, we intend
  to manufacture our biodegradable food container and industrial packaging products
  in our own manufacturing plant to be located in Jiangmen City, China. Through
  our sales and marketing team and our distributors, we supply our biodegradable
  food containers and industrial packaging products to multi-national corporations,
  supermarket chains and restaurants, located across North America, Europe and
  Asia. We believe that we are well positioned to become a leader in the disposable
  packaging industry, providing high quality, cost effective and “environmentally
  friendly” alternatives to traditional disposable packaging products, which
  are made from plastic, paper or polystyrene.

Disposable Food Container and Industrial Packaging Product
Industry Overview

The disposable packaging industry is estimated to generate
millions of dollars in revenues worldwide. Currently, the majority of disposable
packaging products are made from plastic, paper or polystyrene, which are
typically non-recyclable and non-biodegradable. As a result, the only method to
dispose of plastic, paper, or polystyrene disposable packaging products is to
discard them in landfills. Consequently, millions of tons of plastic, paper, or
polystyrene disposable packaging products are discarded in landfills across the
world each year. In the last decade there has been increasing public concern
over the harmful impact that plastic, paper, or polystyrene disposable packaging
products have on the environment. Because of this public concern (i) governments
located across the world have begun legislating regulations, which are aimed to
restrict and in some cases even ban the use of plastic, paper, or polystyrene
disposable packaging products and (ii) multi-national corporations have begun to
seek an alternative to plastic, paper, or polystyrene disposable packaging
products, which are less harmful to the environment. As these trends continue,
we believe that market for biodegradable food containers and industrial
packaging products will face rapid growth in the future.

The following is a table which describes our corporate
structure following the acquisition of Roots Biopack Group:

---

- 5 -



Subsidiaries

The following is a list of our subsidiaries;

Name of Subsidiary
      Corresponding number on
      diagram
      Date of Incorporation
      Jurisdiction of
      Incorporation
      PurposeRoots Biopack Group Limited
    1
    May 14, 2006
    British Virgin Islands
    Serves as an investment holding
      company which holds some of our subsidiariesRoots Biopack Limited
    2
    May 24, 2004
    Hong Kong
    Serves as a vehicle for the sales
      and marketing of our biodegradable food containers and industrial
      packaging products.Roots Biopack (Intellectual Property) Limited
    3
    April 27, 2005
    Hong Kong
    Serves as a vehicle for the
      patent and trademark registration of our biodegradable food
      container and industrial packaging products.Expert Result Group Limited
    4
    April 19, 2006
    British Virgin Islands
    Serves as an investment holding
      company, which holds Roots Biopack Limited, which in turn
      holds Jiangmen Roots Biopack  Ltd.


---

- 6 -

Eglinton Group Limited
    5
    April 20, 2004
    British Virgin Islands
    A dormant company currently
      without any operating activitiesRoots Biopack Limited
    6
    February 16, 2006
    Hong Kong
    Serves as an investment holding
      company which holds Jiangmen Roots Biopack  Ltd.Jiangmen Roots Biopack Ltd.
    7
    March 30, 2006
    The PRC
    Serves as an investment holding
      company for our future manufacturing plant, which will be
      located in Jiangmen China. We anticipate that the manufacturing
      plant, which will be known as Roots Biopack, will be in operation
      before the end of 2008Starmetro Group Limited
    8
    April 1, 2005
    British Virgin Islands
    Serves as an investment
      holding company which holds some of our subsidiariesE-ware Corporation Limited
    9
    November 28, 2005
    Hong Kong
    Provide corporate administrative
      servicesBioplanet Distribution Sdn Bhd
    10
    December 5, 2005
    Malaysia
    This company is involved in the
      raw material (Empty Fruit Bunch) development project in Malaysia.


On November 30, 2005, we incorporatedEatware
Development Sdn Bhd. On January 15, 2007, because the company was not and never
had been carrying out any business, it was struck from the registry of companies
and no longer exists.

Principal Products

Our product lineup of food containers and industrial packaging
products are biodegradable and are made from natural materials, consisting
primarily of sugarcane fiber. Sugarcane fibre, also known as bagasse, is a
renewable resource that is a by-product of the sugar refining process.

Our product lineup of food containers and industrial packaging
products are refrigerator, freezer, microwave and oven friendly in temperatures
ranging from -25°C to 220°C. Our product lineup of food containers and
industrial packaging products are sterilized by ultra violet light.

Our product line-up of food containers and industrial packaging
products include: plates, bowls, boxes, trays, shoe supporters and cases for
electronic devices and are able to be customized to meet the specific
requirements of customers, including modifications to shape, size and
colour.

Competitive Advantages

We believe that we have the following competitive
advantages:

- We employ our own research and development, sales and marketing, quality
  control team and customer service team.
- We have established long-term relationships with our key distributors, who
  supply our biodegradable food container and industrial packaging products to
  multi-national corporations, supermarket chains and restaurants, located
  across North America, Europe and Asia.

---

- 7 -

- We have registered our trademark ROOTS in Switzerland and Hong Kong and
  have filed trademark applications in the United States, Canada, the European
  Union Japan, China and India. We plan to apply for trademark registration in:
  Australia, New Zealand, Malaysia, Israel, Saudi Arabia, Turkey.

We have received a number of internationally recognized
certifications and awards for our biodegradable food container and industrial
packaging products, including: the Good Manufacturing Practises awarded by SGS
Hong Kong Ltd. for compliance with international practices pertaining to quality
and management systems; the HACCP awarded by the World Health Organization for
compliance with the standards for food safety management systems set by World
Health Organization & World Food and Agricultural Organization; the
BRC/Iop awarded by the British Retail Consortium / Institute of Packaging for
food packaging products (food contact items); the ISO 9001/14001 awarded by
International Organization for Standardization for compliance with the standards
for quality management systems and environmental management systems.

Sales and Marketing

We employ our own sales and marketing team that is engaged in
direct sales of our biodegradable food container and industrial packaging
products to customers. To enhance our corporate image and brand awareness we
actively participate in various events. Our biodegradable food container and
industrial packaging products were selected for use in the following events:
2006 Winter Olympics, 2005 World Youth Day, 2005 Winterfest, 2003 World Alpine
Ski Championship, 2003 World Expo, 2002 World Expo.

Through our distributors we supply our biodegradable food
containers and industrial packaging products to multi-national corporations,
supermarket chains and restaurants, located across North America, Europe and
Asia. Our key distributors are mainly in The Netherlands, Switzerland, Hong
Kong, Sweden, the United States, Japan, Taiwan and Israel.

Manufacturing Process

Our original equipment manufacturer currently manufactures our
biodegradable food container and industrial packaging products. This original
equipment manufacturer, named the Shunde Factory, is located at Shunde
City, China. The Shunde Factory is a three-storey building with a total area of
5,000 square feet and currently consists of 210 employees, two semi-automated
production lines and one fully-automated production line. The manufacturing
process consists of eight main components; Pulping, Coloring, Clinging, Forming,
Laminating, Trimming, Sterilization and Packing. Approximately 90% of our
biodegradable food containers and industrial packaging products are manufactured
at the Shunde Factory. Approximately 10%, mostly industrial packaging products,
are produced by other manufacturing plants.

In March 2007, we leased a 40 mou (or 26.7 hectare) factory
site in Jiangmen City, China as our production base. The site, named as Roots
Biozone, now consists of 4 vacant factory blocks with dormitories and necessary
utility facilities. Production is expected to commence during the third or
fourth quarter this year.

We plan to develop our permanent production base, which will
also be located in Jiangmen City, China. We anticipate that the manufacturing
plant, which will be known as Roots Biopark, will be in operation by the end
of 2008. We anticipate that Roots Biopark will consist of 43 fully-automatic
production lines. We anticipate that Roots Biopark will contain a visitor and
educational centre, which will be used to promote our products, production
technology and research and development capabilities. For more information about
Roots Biopark please see the section titled Description of Property on page
22 of this Annual Report.

Competition

The market for disposable packaging products is competitive and
  subject to frequent product introductions with improved price and or performance
  characteristics. We face competition from companies who provide disposable packaging
  products which are made from plastic, paper or polystyrene. Many of these companies
  have greater financial, research and development, marketing and sales resources,
  offer a broader product line, have better brand recognition and have a larger
  customer base than we do. Examples of these companies include; Eastman Chemical
  Company, BASF Corporation - Apack AG, SK Chemicals, Showa and Highpolymer.

---

- 8 -

We also face competition from companies who provide disposable
  packaging products which are made from bioplastics and other types of natural
  materials. Example of these companies include; Earthshell Corp, Starch Tech
  Incorporated, Biocorp NA, KTM Industries Incorporated, Eco-Products Incorporated,
  Insulair, Incorporated, Novamont SPA, Green Shell Company Limited, Far East
  Green World Corporation, Sanshi Green Packaging Company and Green Eternity Company
  Limited.

Availability of Raw Materials

Our raw materials are sourced from the following regions:

Material Provided
      RegionSugarcane Fiber
    Guangdong Province (China) Guangxi Province
      (China)Palm Fiber
    MalaysiaPE/ PET Film
    Guangzhou (China)Coloring
    Guangdong Province (China)Water Repellent
    Guangdong Province (China)Oil Repellent
    Hong Kong CanadaCarton Box
    Guangdong Province (China) Hong KongMachinery
    Guangdong Province (China)


Intellectual Property

We have not registered any patent or proprietary technology.

Trademarks

Our Roots trademark is currently registered in Switzerland
and Hong Kong. We are currently applying for trademark registration in Canada,
the United States, the European Union, Japan, China and India. We plan to apply
for trademark registrations in; Australia, New Zealand, Malaysia, Israel, Saudi
Arabia, Turkey. Details of our registered trademarks are below;

Date
      Country
      Registration NumberJune 1, 2006
    Hong Kong
    200302488September 1, 2006
    Switzerland
    548477


Domain Names

We own and operate the following registered internet domain
name www.rootsbiopack.com. The information contained on our website does not
form part of this Annual Report.

Dependence on one or more main customers

Although we have a stable customer base, we relied on our largest
  five customers for approximately 98% of our sales in 2006. The loss of these
  customers would adversely affect revenues and results of operations, and the
  loss of any other significant customers could adversely affect revenues and
  results of operations unless and until the lost business is replaced.

---

- 9 -

Pension Plan

We participate in a defined contribution pension plan under the
Mandatory Provident Fund Schemes Ordinance for all our eligible employees in
Hong Kong. The Mandatory Provident Fund Scheme is available to all employees
aged 18 to 64 with at least 80 days of service in the employment in Hong Kong.
Contributions are made at 5% of the participants relevant income with a ceiling
of HK$20,000. The participants are entitled to 100% of our contributions
together with accrued returns irrespective of their length of service with our
company, but the benefits are required by law to be preserved until retirement
age of 65. Our only obligation is to make the required contributions under the
plan. The assets & the schemes are controlled by trustees and held
separately from those of our company. The total pension cost for Roots Biopack
Limited was $1,410 for the fiscal year end 2006 and $810 for the fiscal year end
2005. The total pension cost for Biopack Environmental Solutions Inc. was $4,504
for the fiscal year end 2006 and nil for the fiscal year end 2005.

We also participate in a compulsory savings scheme in Malaysia.
All employees in Malaysia who have reached the age of 16 and employed under a
contract of service whether express or implied, and whether oral or in writing
must be registered as a member of the Employees Provident Fund. As an employer,
we contribute 12% of the employee's wages and the employee contributes 11% of
the monthly wages towards the employee's account. The total cost for this plan
through our Malaysian subsidiary was $4,463 in 2006 and nil in 2005.

Independent Testing

To ensure that our products meet health and safety and
performance standards, we have them put through the tests described in the
following table.

Criteria
      Objectives / Purpose
      Independent TestingLaboratoriesPhysical Performance Test
      -
      Temperature resistance, steamer,
      Hong Kong
        Standards andmicrowave and oven tests
      Testing
        Centre-
      Water and oil proof tests
      Hong Kong
        Standards andTesting
        Centre-
      Acid Resistance testsHong Kong
        Standards andTesting CentreFood Safety Tests
      -
      Microbiological Tests, Coliform Bacteria,
      SGS Hong
        Kong LimitedPesticides Residues, Moulds and YeastsTests-
      Overall Migration Test
      SGS Hong
        Kong Limited-
      Heavy Metals Analysis,
      SGS Hong Kong Limited-
      Hong Kong Q-Mark Product Award
      Hong Kong Q-Mark CouncilBiodegradability
      -
      ASTM D6400 (USA), DIN V 54900 and
      DIN CERTCO, BelgiumDIN EN 13432 (European Countries)-
      OK Compost and OK Compost HomeConformity Marks
      AIB-Vincotte, Belgium-
      Hong Kong Green Label Scheme
      Hong Kong Green Council


---

- 10 -

Governmental Regulation

With the emergence of alternatives to disposable packaging
products, which are made from plastic, paper and polystyrene, various standards
and guidelines have been developed by government organizations to assess the
performance of these substitutes. Through our quality assurance tests, we
attempt to ensure that our biodegradable food containers and industrial
packaging products meet or exceed the applicable government standards and
guidelines.

Our products comply with following international regulations:-

- German Regulation to the protection from dangerous materials 
  Gefhstoff-Verordnung (Oct 26, 1993);
- U.S. CFR Title 21 (FDA Regulation);
- Taiwan Hygienic Standard for Food Utensil, Container and Packaging (Revised
  82.7.7); and,
- Biodegradability and Food Standards of Hong Kong Environmental Protection
  Department (HKEPD).

Research and Development

Our research and development team consists of 4 employees. The
Research and Development expenses are mainly staff cost and product testing fees
which are minimal at this stage.

Employees

We currently have 15 full time and part time employees.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other "forward looking statements".
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outline below. We caution
the reader that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

RISKS RELATED TO OUR BUSINESS

We operate in a competitive industry and our failure to
compete effectively may adversely affect our ability to generate revenue.

The disposable packaging industry is competitive and subject to
frequent product introductions with improved price and or performance
characteristics. Many companies, including those who manufacture their
disposable packaging products out of plastic, paper or polystyrene, have greater
financial, research and development, marketing and sales resources, offer a
broader product line, have better brand recognition and have a larger customer
base than we do. Increased competition in the disposable packaging industry
could result in significant price competition, reduced profit margins or loss of
market share, any one of which could have a material adverse effect on our
ability to generate revenues and successfully operate our business.

---

- 11 -

Established manufacturers in the disposable packaging
industry could reduce their prices or engage in advertising or marketing
campaigns designed to protect their respective market shares, improve their
ability to recycle their existing products or they could develop new
environmentally friendly products, which could render our products obsolete and
could negatively impact our ability to compete.

Our competitors may reduce their prices or engage in
advertising or marketing campaigns designed to protect their respective market
shares and impede the market acceptance of our disposable packaging products. We
expect that many of our competitors may actively seek competitive alternatives
to our disposable packaging products. The development of competitive disposable
packaging products could render our disposable packaging products obsolete and
could impair our ability to compete, which would have an adverse effect on our
business, financial condition and results of operations.

We may suffer significant losses resulting from general
product liability, which may harm our financial condition and result of
operations.

As a manufacturer of disposable packaging products we are at
risk for potentially significant product liability and associated losses. We
cannot predict or protect against all potential losses or liabilities that may
arise relating to our disposable food container and industrial packaging
products. We maintain insurance against many, but not all, potential losses and
liabilities, in accordance with customary industry practice and in amounts we
believe to be necessary. If any losses or liabilities are not covered by
insurance, or if the insurance is insufficient, we would be required to satisfy
these losses and liabilities and our financial condition and results of
operations may be adversely affected.

We rely on a number of different suppliers to supply us with
the materials that we require to manufacture our disposable packaging products.
We could be adversely affected by an increase in our suppliers prices or a
significant decline in our suppliers financial condition. As a result, our
business may fail and investors may lose their entire investment.

We rely on a number of different suppliers to supply our
company with the materials that we require to manufacture our disposable
packaging products. We could be adversely affected by an increase in any one of
our suppliers prices or a significant decline in any one of our suppliers
financial condition. If the relationship with anyone one of our suppliers is
terminated and we are unsuccessful in establishing a relationship with an
alternative supplier who offers similar products at similar prices, our results
of operations could be adversely affected. As a result, our business may fail
and investors may lose their entire investment.

We rely on a number of distributors to distribute our
disposable packaging products to customers. We could be adversely affected by an
increase in our suppliers prices or a significant decline in our suppliers
financial condition. As a result, our business may fail and investors may lose
their entire investment.

We rely on a number of distributors to distribute our
disposable packaging products to our customers.We could be adversely
affected by an increase in our distributors prices of distribution services or a
significant decline in our distributors financial condition. If the
relationships with any one of our distributors is terminated and we are not
successful in establishing a relationship with an alternative distributor who
offers similar services at similar prices, our results of operations could be
adversely affected, our business may fail and investors may lose their entire
investment.

We rely on certain strategic raw materials for our
operations. If the raw materials we use to manufacture our disposable packaging
products increase substantially in price or for whatever reason becomes
unavailable to us our business could fail and investors could lose their entire
investment.

Although we believe that there are sufficient quantities of the
raw materials we use to manufacture our disposable packaging products, the
continuous existence and availability and price of these raw materials may be
affected by natural disasters, domestic and world markets, political conditions,
changes in government regulation and war or other outbreak of hostilities. If
the raw materials we use to manufacture our disposable packaging products
increase substantially in price or for any reason become unavailable to us our
business could fail and investors could lose their entire investment.

Substantially all of our assets, all of our directors and
all of our executive officers reside outside the United States. As a result it
may be difficult for investors to enforce within the United States any judgments
obtained against us or any of our directors or executive officers.

Substantially all of our assets are located outside the United
  States and we do not currently maintain a permanent place of business within
  the United States. In addition, all of our directors and executive officers
  are nationals and residents of countries other than the United States, and all
  or a substantial portion of such persons assets are located outside the
  United States.

---

- 12 -

As a result, it may be difficult for investors to enforce within
  the United States any judgments obtained against us or our officers or directors,
  including judgments predicated upon the civil liability provisions of the securities
  laws of the United States or any state thereof. Consequently, investors may
  be effectively prevented from pursuing remedies under U.S. federal securities
  laws against us or any of our directors or executive officers.

Our ability to hire and retain qualified personnel will be
an important factor in the success of our business and a failure to hire and
retain key personnel may result in our inability to manage and implement our
business plan.

Our ability to hire and retain qualified personnel will be an
important factor in the success of our business. The competition for qualified
personnel in the disposable packaging industry in which we operate is high. In
addition, in order to manage growth effectively, we must implement management
systems and continue to recruit and train new employees. We may not be able to
attract and retain the necessary qualified personnel. If we are unable to retain
or to hire qualified personnel as required, we may not be able to adequately
manage and implement our business plan.

Our international operations subject us to a number of
risks, including unfavorable political, regulatory, labor and tax conditions in
foreign countries. We may not be able to develop and implement policies and
strategies that will be effective in each location where we do business and as a
result our business could fail and investors could lose their entire investment.

Our international operations subject us to the legal,
political, social and regulatory requirements and economic conditions of many
jurisdictions. Risks inherent to international operations, include the
following:

- difficulty in enforcing agreements in foreign legal systems;
- foreign countries may impose additional withholding taxes or otherwise tax
  our foreign income, impose tariffs or adopt other restrictions on foreign
  trade and investment, including currency exchange controls;
- fluctuations in exchange rates may affect product demand and may adversely
  affect our profitability in United States dollars to the extent the price of
  our products and cost of raw materials is denominated in a foreign currency;
- inability to obtain, maintain or enforce intellectual property rights;
- changes in general economic and political conditions in the countries in
  which we operate;
- unexpected adverse changes in foreign laws or regulatory requirements,
  including those with respect to export duties and quotas;
- difficulty with staffing and managing widespread operations;
- trade barriers such as export requirements, tariffs, taxes and other
  restrictions and expenses, which could increase the prices of our products and
  make us less competitive in some countries; and,
- difficulty of and costs relating to compliance with the different
  commercial and legal requirements of the overseas markets in which we offer
  and sell our products.

Our international operations require us to respond to rapid changes
  in market conditions in these countries. The success of our international operations
  depends, in part, on our ability to succeed in differing legal, regulatory,
  economic, social and political conditions. We may not be able to develop and
  implement policies and strategies that will be effective in each location where
  we do business and as a result our business could fail and investors could lose
  their entire investment.

---

- 13 -

The limitation of our available manufacturing capacity due
  to significant disruption in our manufacturing operation could have a material
  adverse effect on sales revenue and results of operations and financial condition.

We manufacture our disposable packaging products using complex
  processes that require technologically advanced equipment and continuous modification
  to improve yields and performance. From time to time, we have experienced minor
  disruptions in our manufacturing process as a result of power outages or equipment
  failures. If production at our manufacturing plant is disrupted for any number
  of reasons, manufacturing yields may be adversely affected and we may be unable
  to meet our customers requirements. Consequently, our customers may purchase
  disposable food packaging products from our competitors. This could result in
  a significant loss of revenues and damage to our customer relationships, which
  could materially adversely effect our business, results of operations or financial
  condition.

Our disposable packaging products may be perceived poorly by
environmental groups, customers and government regulators, which could have an
adverse effect on our business, causing us to cease operations.

Our success depends substantially on our ability to manufacture
disposable packaging products that are less harmful to the environment than
disposable packaging products, which are made from plastic, paper or
polystyrene. Although we believe that our disposable packaging products are less
harmful to the environment than other disposable packaging products, which are
made from paper, plastic and polystyrene, our disposable packaging products may
also possess characteristics that environmental groups could perceive as
negative for the environment. When biodegradable waste is disposed of in
landfills, it breaks down under uncontrolled anaerobic conditions. This produces
landfill gas which, if not harnessed, escapes into the atmosphere. Landfill gas
contains methane, a more harmful greenhouse gas than carbon dioxide. The
European Union Landfill Directive puts key requirements on member states for the
management of biodegradable waste in order to stop global warming. Whether, on
balance, our disposable packaging products are better for the environment than
other disposable packaging products, which are made from either plastic, paper
or polystyrene is a somewhat subjective judgment. Environmental groups,
customers, and governmental regulators may not agree that our disposable
packaging products have an advantage over other disposable packaging products,
which are made from plastic, paper or polystyrene. If our disposable packaging
products are perceived as being harmful to the environment, our revenues will
likely suffer and as a result we could go out of business.

We have a stable customer base; however, loss of, or
material financial weakness of, certain of our largest customers could adversely
affect our financial condition and results of operations until such business is
replaced and no assurances can be made that we would be able to regain or
replace any lost customers. This could cause us to go out of business and
investors could lose their entire investment.

Although we have a stable customer base, we relied on our
largest five customers for approximately 98 % of our sales in 2006. The loss of
these customers would adversely affect revenues and results of operations, and
the loss of any other significant customers could adversely affect revenues and
results of operations unless and until the lost business is replaced. We believe
that it is unlikely that we could replace these customers. This could cause us
to go out of business and investors could lose their entire investment.

Our business is subject to complex health, safety and
environmental laws and industry regulations, which require and will continue to
require significant expenditures to remain in compliance with such laws and
regulations currently and in the future. Costs of such compliance will likely
reduce our probability.

Our business is subject to complex health, safety and
environmental laws and industry regulations, which require and will continue to
require significant expenditures to remain in compliance with such laws and
regulations currently and in the future. Unanticipated government enforcement
action, or changes in health, safety and environmental laws and industrial
regulations could result in higher costs which may negatively affect our
profitability.

We may lose our competitiveness if we are not able to
protect our proprietary technology and intellectual property rights against
infringement, and any related litigation may be time-consuming and costly.
If we cannot compete successfully we may go out of business.

Our success and ability to compete depends to a significant degree
  on our proprietary technology. If any of our competitors copy or otherwise gain
  access to our proprietary technology or develop similar disposable packaging
  products independently, we may not be able to compete as effectively. The measures
  we have implemented to protect our proprietary technology and other intellectual
  property rights are currently based upon a combination of provisional patent
  applications, patents, trademarks and trade secrets. These measures, however,
  may not be adequate to prevent the unauthorized use of our proprietary technology
  and our other intellectual property rights. Further, the laws of foreign countries
  may provide inadequate protection of such intellectual property rights. We may
  need to bring legal claims to enforce or protect such intellectual property
  rights. Any litigation, whether successful or unsuccessful, may result in substantial
  costs and a diversion of our company's resources.

---

- 14 -

In addition, notwithstanding our rights to our intellectual
  property, other persons may bring claims against us alleging that we have infringed
  on their intellectual property rights or claims that our intellectual property
  rights are not valid. Any claims against us, with or without merit, could be
  time consuming and costly to defend or litigate, divert our attention and resources,
  result in the loss of goodwill associated with our business or require us to
  make changes to our disposable food container and industrial packaging products.

Because our executive officers, directors control a high
percentage of our common stock, such insiders may have the ability to influence
matters affecting our shareholders.

Our executive officers and directors, in the aggregate,
beneficially own 17.38% of the issued and outstanding shares of our common
stock. As a result, they have the ability to influence matters affecting our
shareholders, including the election of our directors, the acquisition or
disposition of our assets, and the future issuance of our shares. Because our
executive officers, directors and principal shareholders control such shares,
investors may find it difficult to replace our management if they disagree with
the way our business is being operated. Because the influence by these insiders
could result in management making decisions that are in the best interest of
those insiders and not in the best interest of the investors, you may lose some
or all of the value of your investment in our common stock.

RISKS RELATED TO OUR COMMON STOCK

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our ability to
continue operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because a portion of our continued operations will
be financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our
operations. Such reductions may force us to reallocate funds from other planned
uses and may have a significant negative effect on our business plan and
operations, including our ability to develop new products and continue our
current operations. If our stock price declines, we can offer no assurance that
we will be able to raise additional capital or generate funds from operations
sufficient to meet our obligations. If we are unable to raise sufficient capital
in the future, we may not be able to have the resources to continue our normal
operations.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, may have a material adverse effect on
the market price of our common stock.

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our certificate of incorporation, as amended, authorizes the
issuance of up to 50,000,000 shares of common stock with a par value of $0.0001
and 10,000,000 shares of preferred stock with a par value of $0.001. Our board
of directors may choose to issue some or all of such shares to provide
additional financing in the future. The issuance of any such shares will result
in a reduction of the book value and market price of the outstanding shares of
our common stock. If we issue any such additional shares, such issuance will
cause a reduction in the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
company.

Trading of our stock may be restricted by the Securities
Exchange Commission's penny stock regulations, which may limit a stockholder's
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
  which generally define " penny stock" to be any equity security that has a market
  price (as defined) less than $5.00 per share or an exercise price of less than
  $5.00 per share, subject to certain exceptions. Our securities are covered by
  the penny stock rules, which impose additional sales practice requirements on
  broker-dealers who sell to persons other than established customers and "accredited
  investors". The term "accredited investor" refers generally to institutions
  with assets in excess of $5,000,000 or individuals with a net worth in excess
  of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
  spouse. The penny stock rules require a broker-dealer, prior to a transaction
  in a penny stock not otherwise exempt from the rules, to deliver a standardized
  risk disclosure document in a form prepared by the Securities and Exchange Commission,
  which provides information about penny stocks and the nature and level of risks
  in the penny stock market. The broker-dealer also must provide the customer
  with current bid and offer quotations for the penny stock, the compensation
  of the broker-dealer and its salesperson in the transaction and monthly account
  statements showing the market value of each penny stock held in the customer's
  account.

---

- 15 -

The bid and offer quotations, and the broker-dealer and salesperson
  compensation information, must be given to the customer orally or in writing
  prior to effecting the transaction and must be given to the customer in writing
  before or with the customer's confirmation. In addition, the penny stock rules
  require that prior to a transaction in a penny stock not otherwise exempt from
  these rules, the broker-dealer must make a special written determination that
  the penny stock is a suitable investment for the purchaser and receive the purchaser's
  written agreement to the transaction. These disclosure requirements may have
  the effect of reducing the level of trading activity in the secondary market
  for the stock that is subject to these penny stock rules. Consequently, these
  penny stock rules may affect the ability of broker-dealers to trade our securities.
  We believe that the penny stock rules discourage investor interest in and limit
  the marketability of our common stock.

NASD sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the
National Association of Securities Dealers (NASD) has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the NASD
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. The NASD requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in our stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

|Item 2. | Description of Property.
|------- | ------------------------

Offices

Our head office is located at 18/F, Metroplaza Tower II 223
Hing Fong Road Kwai Chung, New Territories, Hong Kong. Our telephone number is
(852) 3586-1383. Our facsimile number is (852) 3586-2366.

On October 11, 2006, our subsidiary, E-Ware Corporation Limited
entered into a written sub-lease with Grand Power Express International Ltd. for
a portion of approximately 4,215 square feet of office space for the period from
June 5, 2006 to June 4, 2009, inclusive as our head office. Pursuant to this
sub-lease we lease approximately 28% of the total of approximately 4,215 square
feet for a basic rate of $14,454 per month.

We also maintain an office at located Suite E-09-07, Level 9,
Block E, Plaza Mont' Kiara, No. 2, Jalan Kiara, Mont' Kiara, 50480 Kuala Lumpur,
Wilayah Persekutuan, Malaysia. Our telephone number is (603) 6203-9899. Our
facsimile number is (603) 6203-9799. Our subsidiary, Bioplanet Distribution Sdn
Bhd, lease the office, which is approximately 1,463 square feet, for rent of
$1,155 per month for the period from December 15, 2005 to December 14, 2006. We
will be able to renew the lease for one more year, to December 14, 2007, on
October 20, 2006.

Through our subsidiary, Roots Biopack Limited, we also lease
  an office at Unit 2009, Hopewell Centre, 183 Queens Road East, Wan Chai,
  Hong Kong. This office measures approximately 1,533 square feet, for a rent
  of $4,295 per month. Our current lease will expire on November 14, 2008.

---

- 16 -

Land and Factory, the PRC

We plan to develop an additional manufacturing plant, which will
  be located in Duruan Town, Pengjian District, Jiangmen City, China. We anticipate
  that the manufacturing plant, which will be known as Roots Biopark, will be
  in operation by the end of 2008.

We have leased premises for the development of Roots Biozone.
From March 1, 2007 to April 31, 2007, we will have a rent-free renovation period
so that we can carry out renovations to ensure that the factory and dormitory
suit our companys needs.

The industrial premises measures has a total area of 10,440
square meters and the dormitory is 2,700 square meters in area. The lease will
begin on March 1, 2007. The industrial premises include a factory, dormitories,
a shop on the first floor, an office on the second floor, toilets, a garage, a
storage shelter and land, a substation, an electricity transformer (315kW). The
premises are equipped with kitchen appliances, water, electricity and fire
prevention and fire fighting equipment.

The lease term is 15 years. A copy of the lease agreement and
the translation of the lease agreement are attached as exhibits to this form.
When the lease period expires, we have priority to renew the lease.

We have paid the sum of RMB 100,000.00 as a partial rental
deposit. We must pay a further RMB 209,000.00 deposit before March 5, 2007.
Pursuant to the terms of our rental agreement, the rental deposit shall be
refunded to us without interest upon the expiration of the lease.

For the period from the first to the fifth year, our monthly
rent shall be RMB 103,000.00, causing our total annual rent to be RMB
1,236,000.00. From the sixth year onward, our rental obligation for these
premises will be increased by 5% every 3 years pursuant to our rental agreement,
throughout the lease period, if our landlord wants to sell the premises, he must
first inform us of the terms of any offer with 90 days advance notice, we then
have the right of first refusal to purchase the premises on the same terms as
any existing offer. If the premises are sold to a third party, our rental
agreement provides that our rental agreement shall continue and not be affected
by the change of ownership.

Planned Manufacturing Plant, Malaysia

We intend to build and operate a production plant in Malaysia.
Through this production plant, we intend to produce disposable and
bio-degradable tableware. We intend to use palm fibre extracted from vegetable
by-products as the main raw material. By vertically integrating the entire
manufacturing process, from the conversion of the raw materials to the
completion of the final product, we expect to be able to control all aspects of
production and minimize production costs.

As of March 30, 2007, we had spent $148,410 on the construction
of the production plant in Malaysia. However, in late 2006, we put the
development of the production plant on hold until we completed the acquisition
of an existing company as an investment.Now that we have
completed theacquisition, this production plant will be considered as
one of our future development plan.

|Item 3. | Legal Proceedings.
|------- | ------------------

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.

|Item 4. | Submissions of Matters to a Vote of Security
      Holders.
|------- | -----------------------------------------------------------

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended December 31, 2006.

PART II

|Item 5. | Market for Common Equity and Related
      Stockholder Matters.
|------- | ---------------------------------------------------------------

Our common shares are quoted for trading on the OTC Bulletin
Board under the symbol BPEV. The closing price of our common stock, as
reported by the NASD OTC Bulletin Board on March 30, 2007, was $0.84.

---

- 17 -

The following quotations obtained from www.finance.yahoo.com
reflect the highs and low bids for our common stock based on inter-dealer
prices, without retail mark-up, mark-down or commission an may not represent
actual transactions. The high and low bid prices of our common stock for the
periods indicated below are as follows:

National Association of Securities
        Dealers OTC Bulletin Board(1)Quarter Ended
    High
    LowDecember 31, 2005
    n/a
    n/aMarch 31, 2005
    n/a
    n/aJune 30, 2005
    n/a
    n/aSeptember 30, 2005
    n/a
    n/aDecember 31, 2006
    n/a
    n/aMarch 31, 2006
    n/a
    n/aJune 30, 2006
    $12.00
    $0.70September 30, 2006
    $0.81
    $0.60December 31, 2006
    $0.90
    $0.60


|(1) | Over-the-counter market quotations reflect inter-dealer
      prices without retail mark-up, mark-down or commission, and may not
      represent actual transactions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transfer Agent and Registrar

Our transfer agent and registrar for our common stock is
Madison Stock Transfer Inc. Their address is P.O. Box 145, Brooklyn, New York,
U.S.A. 11229-0145. Their telephone number is (718) 627-4453. Their fax number is
(718) 627-6341.

Holders

On March 30, 2007 there were 1372 registered shareholders and
173,821,159 common shares issued and outstanding.

Dividends

We have not paid dividends on our common stock in the past and
  do not anticipate paying dividends in the near future. We intend to retain earnings,
  if any, for use in our business and do not anticipate paying any cash dividends.
  Our board of directors will determine if and when dividends should be declared
  and paid in the future based on our financial position at the relevant time.
  All of our shares of common stock are entitled to an equal share in any dividends
  declared and paid.

Securities Authorized for Issuance Under Equity Compensation
Plans

The following table summarizes our equity compensation plan
information for the fiscal year end December 31, 2006;

---

- 18 -

Plan Category
      Number of Securities to be Issued Upon Exercise of Outstanding Options,
      Warrants and Rights
      Weighted-Average Exercise Price
      of Outstanding Options, Warrants and Rights
      Number of Securities Remaining
      Available for Future Issuance Under Equity
      Compensation Plans (Excluding Securities Reflected
      in Column)Equity compensation plans approved by security
      holders
    Nil
    Nil
    NilEquity compensation plans not approved by security
      holders(1)
    6,000,000
    $0.013
    NilTotal
    6,000,000
    $0.013
    Nil


|(1) | On July 8, 2005, we filed a registration statement on
      Form S-8 registering 6,000,000 shares at a proposed offering price of
      $0.013 per share or $78,000. Under this plan we issued 6,000,000 shares to
      five individuals in consideration for consulting
  services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 6. | Management's Discussion and Analysis or Plan
      of Operation.
|------- | ----------------------------------------------------------------

Overview

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to the audited financial statements included in this
annual report. This discussion contains forward-looking statements that reflect
our plans, estimates and beliefs. Our actual results may differ materially from
those anticipated in these forward-looking statements.

As of the closing date of the share exchange agreement on March
27, 2007 we are continuing in the business of the research and development,
manufacturing and sale of bio-degradable food containers and we are adding
industrial packaging to our list of disposable packaging products. However, we
are moving forward as the successor business to Roots Biopack Group. Through our
sales and marketing team and our distributors we supply our biodegradable food
container and industrial packaging products to multi-national corporations,
supermarket chains and restaurants, located across North America, Europe and
Asia. We believe that we are well positioned to become a leader in the
disposable packaging industry, providing a high quality, cost effective and
environmentally friendly alternative to traditional disposable packaging
products, which are made from plastic, paper or polystyrene.

On March 27, 2007, we completed a share exchange agreement with
Roots Biopack Group and the former shareholders of Roots Biopack Group. As a
result of the share exchange agreement, we will integrate our existing
development of a line of biodegradable, single use, food and beverage containers
with the research and development, manufacturing and sale of biodegradable food
container and industrial packaging products, which are made from natural
materials. Because we are the successor business to Roots Biopack Group and
because the operations and assets of Roots Biopack Group represents our entire
business and operations from the closing date of the share exchange agreement,
our management's discussion and analysis and audited financial statements are
based on Roots Biopack Group financial results for the relevant periods.

Result of Operations for the Fiscal Year End December 31,
2006 as compared to the Fiscal Year End December 31, 2005.

Our net income for the year end December 31, 2006 was $613,474.
Our net income for the year ended December 31, 2005 was $505,951. The increase
in net income of $107,523 for the year ended December 31, 2006 was primarily due
to the increase in sales volume and improved profit margin in 2006.

---

- 19 -

Net Sales and Cost of Sales

Our net sales for the year ended December 31, 2006 was
$6,622,362. Net sales for the year ended December 31, 2005 was $5,207,260. The
increase in net sales of $1,415,102 for the year ended December 31, 2006 was
primarily due to an increase in sales volume in 2006 as compared with that of
2005.

Our cost of sales for the year ended December 31, 2006 was
$5,248,104. Our cost of sales for the year ended December 31, 2005 was
$4,313,209. The increase of $934,895 in cost of sales for the year ended
December 31, 2006 was primarily due to an increase in sales volume that resulted
in a corresponding increase in cost of sales.

Operating Expenses

Our operating expenses for the year ended December 31, 2006 was
$627,433. Our operating expenses for the year ended December 31, 2005 was
$278,752. The increase in operating expenses of $348,681 for the year ended
December 31, 2006 as compared to 2005 was primarily due to an increase in
consulting fees during 2006, advertising and promotion expenses, and rent
expenses constitute the majority of our operating expenses.

Our advertising and promotion expenses for the year ended
December 31, 2006 was $20,619. Our advertising and promotion expenses for the
year ended December 31, 2005 was $21,795. The decrease in advertising and
promotion expenses of $1176 for the year ended December 31, 2006 was primarily
due to The advertising expense in year 2006 was nearly the same as that of 2005.

Our rent expenses for the year ended December 31, 2006 was
$30,379. Our rent expenses for the year ended December 31, 2005 was $22,843. The
increase in rent expenses of $7,536 for the year ended December 31, 2006 was
primarily due to an increase in the rate of our rental costs.

Other Income and Expenses

We recognized a foreign exchange rate for the year ended
December 31, 2006 of $7.7771. We recognized a foreign exchange rate for the year
ended December 31, 2005 of $7.7533. The increase in foreign exchange rate for
the year ended December 31, 2006 was primarily due to the weakening of the U.S.
dollar.

We incurred interest expenses for the year ended December 31,
2006 of $1,816. We incurred interest expenses for the year ended December 31,
2005 of $217. The increase in interest expenditures of $1,599 for the fiscal
year ended December 31, 2006 was primarily due to an increase in rates of
interest.

Liquidity and Capital Resources

Our principal cash requirements are for daily working capital
and purchase of machinery for developing Roots Biozone.

Capital Resources

For the year ended December 31, 2006 we had a working capital
of $1,105,477. For the year ended December 31, 2005 we had a working capital of
$507,398. The increase in working capital of $598,079 for the year ended
December 31, 2006 was primarily due to cash requirement for the purchase of a
piece of land in Jiangmen, China.

For the year ended December 31 2006, we had cash and cash
equivalents of $793,262. For the year ended December 31 2005, we had cash and
cash equivalents of $63,824. The increase in cash equivalents of $729,438 for
the year ended December 31, 2006 was primarily due to an increase in cash
generated from operation and an increase in prepayments from the customers.

---

- 20 -

Cash Flow Used in Operating Activities

For the year ended December 31, 2006 our operating activities
used cash of $535,357. For the year ended December 31, 2005 our operating
activities used cash of $107,661. The increase in cash used in operating
expenses of $427,696 for the year ended December 31, 2006 was primarily due to
our improved operating performance.

Cash Flow Used in Investing Activities

For the year ended December 31, 2006 investing activities used
cash of $18,958. For the year ended December 31, 2005 investing activities used
cash of $128,610. The decrease in cash used in investing activities of $109,652
for the year ended December 31, 2006, was primarily due to a decrease in
prepayments.

Cash Flow Provided by Financing Activities

For the year ended December 31, 2006 cash flow provided by
financing activities provided cash of $1,284,759. For the year ended December
31, 2005 cash flow provided by financing activities provided cash of $299,913
The increase in cash flow provided by financing activities of $984,846 for the
year ended December 31, 2006 was primarily due to advances from a third party,
Begonia Participation Corp.

Capital Expenditures

We incurred capital expenditures in vehicle and computer
equipment. As of March 30, 2007, we did not have any material commitments for
capital expenditures. Over the next twelve months, we expect to spend
$18,000,000 on capital expenditures.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Significant Accounting Policies

Basis of presentation

Use of estimates

In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting years. These accounts and estimates include, but
are not limited to, the valuation & accounts receivable, deferred income
taxes and the estimation on useful lives of plant and equipment. Actual results
could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks
and other highly liquid Investments with initial maturities of three months or
less.

Accounts receivable

Accounts receivable are stated at original amount less
allowance made for doubtful receivables, if any, based on a review of all
outstanding amounts at the year end. Full allowances for doubtful receivables
are made when the receivables are overdue for 1 year and an allowance is also
made when there is objective evidence that the Group will not be able to collect
all amounts due according to original terms of receivables. Bad debts are
written off when identified.

---

- 21 -

Plant and equipment

Plant and equipment are stated at cost less accumulated
depreciation. Cost represents the purchase price of the asset and other costs
incurred to bring the asset into its existing use. Maintenance, repairs and
betterments, including replacement of minor items, are charged to expense; major
additions to physical properties are capitalized.

Depreciation of plant and equipment is provided using the
straight-line method over their estimated useful lives at the following annual
rates.

|Furniture, fixtures and
      office equipment | 20% | 
|---------------------------------------------- | --- | 
|Motor vehicles                                 | 20% | 

Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. We recognize impairment of long-lived assets in the event
that the net book values of such assets exceed the future undiscounted cash
flows attributable to such assets.

No impairment & long-lived assets was recognized for any of
the periods presented.

Revenue recognition

Revenue from sales of our products is recognized when the
significant risks and rewards of ownership have been transferred to the buyer at
the time of delivery and the sales price is fixed or determinable and collection
is reasonably assured.

Advertising and promotion expenses

Advertising and promotion expenses are charged to expense as
incurred.

Income taxes

We uses the asset and liability method of accounting for income
taxes pursuant to SFAS No. 109 Accounting for Income Taxes. Under the asset
and liability method of SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and loss carry forwards and their respective tax bases. 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. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.

Comprehensive income

We have adopted SFAS 130, Reporting Comprehensive Income,
which establishes standards for reporting and display of comprehensive income,
its Components and accumulated balances. Accumulated other comprehensive income
represents the accumulated balance of our foreign currency translation
adjustments.

Foreign currency translation

We maintain our financial statements in U.S. dollars. Monetary
assets, liabilities and transactions denominated in currencies other than in
U.S. dollars are translated into U.S. dollars at rates of exchange prevailing at
the balance sheet dates. Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.

Foreign currency assets and liabilities are translated at the
exchange rates at the balance sheet dates and foreign currency revenue and
expenses are translated at the average exchange rates and stockholders equity
is translated at historical exchange rates. Any translation adjustments
resulting are not included in determining net income but are included in foreign
exchange adjustment to other comprehensive income, a component of stockholders
equity.

---

- 22 -

Fair value & financial instruments

The carrying values of our financial instruments, including
cash and cash equivalents, trade and other receivables, deposits, trade and
other payables approximate their fair values due to the short-term maturity of
such instruments.

It is managements opinion that we are not exposed to
significant interest, price or credit risks arising from these financial
instruments,

We are exposed to certain foreign currency risk from export
sales and import purchase transactions and recognized accounts receivable and
payable as they will affect our future operating results. We did not have any
hedging activities during the reporting period.

Basic and diluted earnings per share

We report basic earnings or loss per share in accordance with
SFAS No, 128.

Basic earnings per share is computed using the weighted average
number of shares outstanding during the periods presented. The weighted average
number of our shares represents the common stock outstanding during the years.

Concentration of credit risk

Concentration of credit risk is limited to accounts receivable
and is subject to the financial conditions of major customers. We do not require
collateral or other security to support accounts receivable. We conduct periodic
reviews of its clients financial condition and customers payment practices to
minimize collection risk on accounts receivable.

In December 2004, the FASB issued SFAS No. 123R, Share-Based
Payment (SFAS 123R), which revises SFAS No. 123, Accounting for Stock Based
Compensation, and supersedes APB 25. Among other items, SPAS 123R eliminates
the use of APS 25 and the intrinsic value method of accounting, and requires
companies to recognize in the financial statements the cost of employee services
received in exchange for awards of equity instruments, based on the grant- date
fair value of those awards. This cost is to be recognized over the period during
which an employee is required to provide service in exchange for the award
(typically the vesting period). SFAS 123R also requires that benefits associated
with tax deductions In excess of recognized compensation cost be reported as a
financing cash inflow, rather than as an operating cash flow as required under
current literature.

SFAS 123R permits companies to adopt its requirements using
either a modified prospective method, or a modified retrospective method.

Under the modified prospective method, compensation cost is
recognized in the financial statements beginning with the effective date, based
on the requirements of SFAS 123R for all share-based awards granted or modified
after that date, and based on the requirements of SFAS 123 for all unvested
awards granted prior to the effective date of SFAS 123R, Under the modified
retrospective method, the requirements are the same as under the modified
prospective method, but this method also permits entities to restate financial
statements of previous periods based on pro forma disclosures made in accordance
with SFAS 123.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes
and Error Corrections (SFAS 154), which changes the requirements for the
accounting for and reporting of a change in accounting principle. The statement
requires retrospective application to prior period financial statements of
changes in accounting principle, unless impracticable to do so. It also requires
that a change in the depreciation, amortization, or depletion method for
long-lived non-financial assets be accounted as a change in accounting estimate,
effected by a change in accounting principle. Accounting for error corrections
and accounting estimate changes will continue under the guidance in APB Opinion
20, Accounting Changes, as carried forward in this pronouncement. The
statement is effective for fiscal years beginning after December 15, 2005.

In November 2005, the FASB issued FSP Nos. FAS 115-1 and 124-1.
  The Meaning of Other- Than-Temporary Impairment and Its Application to
  Certain Investments. This FSP addresses the determination as to when an
  investment is considered impaired, whether the impairment is other-than-temporary,
  and the measurement of an impairment loss. The investment is impaired if the
  fair value is less than cost. The impairment is other-than-temporary
  for equity securities and debt securities that can contractually be prepaid
  or otherwise settled in such a way that the investor would not recover substantially
  all of its cost. if other-than-temporary, an impairment loss shall
  be recognized in earnings equal to the difference between the investments
  cost and its fair value.

---

- 23 -

The guidance in this FSP was effective in reporting periods
  beginning after December 15, 2005 and we do not believe that the adoption of
  these standards had a material impact on our financial statements.

|Item 7. | Financial Statements.
|------- | ---------------------

Our consolidated audited financial statements are stated in
United States dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.

The following consolidated audited financial statements are
filed as part of this annual report:

| | Independent Auditor's Report,
      dated April 6, 2007 of Gruber & Company, LLC                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                     
| | Audited Consolidated Balance
      Sheets as at December 31, 2006 and December 31, 2005                                                             
| |                                                                                                                                                     
| | Audited Consolidated Statements
      of Operations for the year ended December 31, 2006 and for the year ended
      December 31, 2005             
| |                                                                                                                                                     
| | Audited Consolidated Statements
      of Cash Flows for the year ended December 31, 2006 and for the year ended
      December 31, 2005             
| |                                                                                                                                                     
| | Audited Consolidated Statements
      of Changes in Stockholders' Equity (Deficiency) for the period from August
      25, 1999 to December 31, 2006
| |                                                                                                                                                     
| | Notes to the Consolidated
      Financial Statements                                                                                                

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ShareholdersBiopack
Environmental Solutions Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of
Biopack Environmental Solutions Inc. and Subsidiaries as of December 31, 2006,
and the related consolidated statements of operations, stockholders equity, and
cash flows for the each of the two years ended December 31, 2006. 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.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of Biopack Environmental Solutions Inc. and Subsidiaries as of December
31, 2006 and the results of its consolidated operations and its consolidated
cash flows for each of the two years ended December 31, 2006 in conformity with
accounting principles generally accepted in the United States of America.

Gruber & Company, LLCLake Saint Louis, Missouri
63367April 6, 2007

---

- 25 -

Biopack Envirnomental Solutions, Inc. and Subsidiaries
  Consolidated Balance Sheets
  December 31, 2006

|                                                                      |   | 2006        |  
|--------------------------------------------------------------------- | - | ----------- | -
|Assets                                                                |   |             |  
|Current assets                                                        |   |             |  
|Cash and equivalents                                                  | $ | 8,533       |  
|Prepaid expenses and other receivables                                |   | 6,424       |  
|Total current assets                                                  |   | 14,957      |  
|                                                                      |   |             |  
|Property, plant and equipment, net                                    |   | 205,781     |  
|Deposits                                                              |   | 99,336      |  
|Total assets                                                          |   | 320,074     |  
|                                                                      |   |             |  
|Liabilities and stockholders' equity                                  |   |             |  
|Current liabilities                                                   |   |             |  
|Accounts payable and accrued expenses                                 |   | 299,766     |  
|Vehicle obligation payable                                            |   | 27,567      |  
|Due to related parties                                                |   | 670,734     |  
|Total current liabilities                                             |   | 998,067     |  
|                                                                      |   |             |  
|Stockholders' equity                                                  |   |             |  
|Preferred stock, $.001 par value,
      10,000,000 shares authorized; |   |             |  
|1,000,000
      shares issued and outstanding                         |   | 1,000       |  
|Common stock; $.0001 par value; 500,000,000
      shares authorized;  |   |             |  
|82,526,196 shares issued and outstanding                              |   | 8,253       |  
|Additional paid-in capital                                            |   | 10,296,092  |  
|Stock issued at less than par value                                   |   | (2,683      | )
|Accumulated deficit during development
      stage                    |   | (10,987,254 | )
|Accumulated other comprehensive income                                |   | 6,599       |  
|Total stockholders' equity                                            |   | (677,993    | )
|                                                                      |   |             |  
|Total liabilities and stockholders'
      equity                      | $ | 320,074     |  

See accompanying notes to consolidated financial statements

---

- 26 -

Biopack Envirnomental Solutions, Inc. and Subsidiaries
  Consolidated Statement of Operations
  For the Years Ended December 31, 2006 and 2005

|                                              |   |            |   |   |            |   |   | For the period |  
|--------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                              |   |            |   |   |            |   |   | August 25,     |  
|                                              |   |            |   |   |            |   |   | 1999           |  
|                                              |   |            |   |   |            |   |   | (inception) to |  
|                                              |   |            |   |   |            |   |   | December 31,   |  
|                                              |   | 2006       |   |   | 2005       |   |   | 2006           |  
|Revenues, net                                 | $ | 1,936      |   | $ | --         |   | $ | 1,936          |  
|Cost of revenues                              |   | --         |   |   | --         |   |   | --             |  
|Gross profit                                  |   | 1,936      |   |   | --         |   |   | 1,936          |  
|Expenses                                      |   |            |   |   |            |   |   |                |  
|General and administrative                    |   | 844,587    |   |   | --         |   |   | 844,587        |  
|Total operating expenses                      |   | 844,587    |   |   | --         |   |   | 844,587        |  
|Income from continuing operations             |   | (842,651   | ) |   | --         |   |   | (842,651       | )
|Discontinued operations                       |   |            |   |   |            |   |   |                |  
|Loss from discontinued operations             |   | (305,911   | ) |   | (1,872,160 | ) |   | (10,102,310    | )
|Loss from disposal of discontinued operations |   | (1,219     | ) |   | (41,074    | ) |   | (42,293        | )
|Total loss from
      discontinued operations |   | (307,130   | ) |   | (1,913,234 | ) |   | (10,144,603    | )
|Loss from operations                          |   | (1,149,781 | ) |   | (1,913,234 | ) |   | (10,987,254    | )
|Income tax                                    |   | --         |   |   | --         |   |   | --             |  
|Net income                                    | $ | (1,149,781 | ) | $ | (1,913,234 | ) | $ | (10,987,254    | )
|Earnings per share                            | $ | (0.02      | ) | $ | (36.82     | ) | $ | (1.52          | )
|Weighted average common shares outstanding    |   | 53,337,486 |   |   | 51,967     |   |   | 7,248,020      |  

See accompanying notes to consolidated financial statements

---

- 27 -

Biopack Environmental Solutions, Inc. and Subsidiaries
  Statements of Cash Flows

|                                                            |   |                     |   |   |                |   |   | For the period  |  
|----------------------------------------------------------- | - | ------------------- | - | - | -------------- | - | - | --------------- | -
|                                                            |   |                     |   |   |                |   |   | August 25, 1999 |  
|                                                            |   | For the years ended |   |   | (inception) to |  
|                                                            |   | December 31,        |   |   | December 31,   |  
|                                                            |   | 2006                |   |   | 2005           |   |   | 2006            |  
|Cash flows from operating activities                        |   |                     |   |   |                |   |   |                 |  
|Net income                                                  | $ | (842,651            | ) | $ |                |   | $ | (842,651        | )
|                                                            |   |                     |   |   |                |   |   |                 |  
|Adjustments to reconcile net loss to net cash
      used in |   |                     |   |   |                |   |  
|operating activities:                                       |   |                     |   |   |                |   |   |                 |  
|Depreciation and amortization                               |   | 8,919               |   |   |                |   |   | 8,919           |  
|Stock issued for services                                   |   | 65,000              |   |   |                |   |   | 65,000          |  
|Changes in assets and liabilities:                          |   |                     |   |   |                |   |   |                 |  
|Prepaid expenses                                            |   | (6,424              | ) |   |                |   |   | (6,424          | )
|Bank overdraft                                              |   | (10                 | ) |   |                |   |   | (10             | )
|Accounts payable and accruals                               |   | 225,863             |   |   |                |   |   | 225,863         |  
|Deferred revenues                                           |   |                     |   |   |                |   |   |                 |  
|Net cash used in operating activities                       |   | (549,303            | ) |   |                |   |   | (549,303        | )
|                                                            |   |                     |   |   |                |   |   |                 |  
|Cash flow from investing activities                         |   |                     |   |   |                |   |   |                 |  
|Purchase of property and equipment                          |   | (214,700            | ) |   |                |   |   | (214,700        | )
|Increase in deposit                                         |   | (95,019             | ) |   |                |   |   | (95,019         | )
|Acquisition of Star Metro Group                             |   | (228,713            | ) |   |                |   |   | (228,713        | )
|Cash acquired through subsidiary
      acquisition          |   | --                  |   |   | 135,000        |   |   | 135,000         |  
|Net cash used in investing activities                       |   | (538,432            | ) |   | 135,000        |   |   | (403,432        | )
|                                                            |   |                     |   |   |                |   |   |                 |  
|Cash flow from financing activities                         |   |                     |   |   |                |   |   |                 |  
|Proceeds from notes payable                                 |   | 31,160              |   |   | 124,133        |   |   | 155,293         |  
|Repayment of notes payable                                  |   | (126,740            | ) |   | (1,186         | ) |   | (127,926        | )
|Proceeds from issuance of notes to related
      party      |   |                     |   |   | 1,166,238      |   |   | 1,166,238       |  
|Increase in due to stockholder                              |   | 670,734             |   |   | (4,783         | ) |   | 665,951         |  
|Proceeds from issuance of common stock                      |   | 604,892             |   |   | 444,438        |   |   | 1,049,330       |  
|Proceeds from issuance of treasury stock                    |   |                     |   |   | 168,000        |   |   | 168,000         |  
|Net cash provided by financing activities                   |   | 1,148,886           |   |   | 1,896,840      |   |   | 3,076,886       |  
|                                                            |   |                     |   |   |                |   |   |                 |  
|Net change in cash                                          |   | 61,151              |   |   | 2,031,840      |   |   | 2,092,991       |  
|                                                            |   |                     |   |   |                |   |   |                 |  
|Net cash used in discontinued operations                    |   | (52,618             | ) |   | (2,031,840     | ) |   | (2,084,458      | )
|                                                            |   |                     |   |   |                |   |   |                 |  
|Cash, beginning of year                                     |   | --                  |   |   | --             |   |   | --              |  
|Cash, end of year                                           | $ | 8,533               |   | $ | --             |   | $ | 8,533           |  
|                                                            |   |                     |   |   |                |   |   |                 |  
|Supplemental disclosure of cash flow information:           |   |                     |   |   |                |   |   |                 |  
|Cash paid for income taxes                                  |   | --                  |   |   | --             |   |   | --              |  
|Cash paid for interest                                      | $ | 19,751              |   | $ | 13,929         |   | $ | 33,680          |  
|                                                            |   |                     |   |   |                |   |   |                 |  
|Non-cash investing and financing activities:                |   |                     |   |   |                |   |   |                 |  
|Common stock issued for:                                    |   |                     |   |   |                |   |   |                 |  
|Services                                                    | $ | 175,000             |   | $ | 393,422        |   | $ | 6,051,905       |  
|Officer's compensation                                      |   | 189,875             |   |   | --             |   |   | 252,875         |  
|Stock issued to retire debt                                 |   | 608,054             |   |   | --             |   |   | --              |  

See accompanying notes to consolidated financial statements

---

- 28 -

For the Years Ended December 31, 2006
  Biopack Environmental Solutions, Inc. and Subsidiaries
  Consolidated Statements of Changes in Stockholders' Deficit

|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   | Accumulated   |   |   |        |  |   |          |  
|---------------------------- |  | --------- |  | - | ------ |  |  | ---------- |  | - | ----- |  | - | ---------- |  | - | ----------- | - | - | ------------- |  | - | ------------- | - | - | ------ |  | - | -------- | -
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   | Deficit       |   |   | Other  |  |   | Total    |  
|                             |  | Preferred |  |   |        |  |  |            |  |   | Less  |  |   | Additional |  |   | Issued at   |   |   |               |  |   | During        |   |   |        |  |   |          |  
|                             |  | Stock     |  |   | Common |  |  | Paid-in    |  |   | than  |  |   | Treasury   |  |   | Development |   |   | Comprehensive |  |   | Stockholders' |   |   |        |  |   |          |  
|                             |  | Shares    |  |   | Stock  |  |  | Shares     |  |   | Stock |  |   | Capital    |  |   | Par value   |   |   | Stock         |  |   | Stage         |   |   | Income |  |   | Deficit  |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|August 25, 1999 - Issuance   |  | 1,000,000 |  | $ | 1,000  |  |  | 15,000,000 |  | $ | 1,500 |  | $ | --         |  | $ | (2,497      | ) | $ | --            |  | $ | --            |   | $ | --     |  | $ | 3        |  
|of common stock for cash     |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Net loss for the period from |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|inception (August 25, 1999)  |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|to December 31, 1999         |  | --        |  |   | --     |  |  | --         |  |   | --    |  |   | --         |  |   | --          |   |   | --            |  |   | (88,838       | ) |   | --     |  |   | (88,838  | )
|                             |  | 1,000,000 |  |   | 1,000  |  |  | 15,000,000 |  |   | 1,500 |  |   | 0          |  |   | (2,497      | ) |   | --            |  |   | (88,838       | ) |   |        |  |   | (88,835  | )
|Net loss for the year ended  |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|December 31, 2000            |  | --        |  |   | --     |  |  | --         |  |   | --    |  |   | --         |  |   | --          |   |   | --            |  |   | (554,771      | ) |   | --     |  |   | (554,771 | )
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Balance, December 31, 2000   |  | 1,000,000 |  |   | 1,000  |  |  | 15,000,000 |  |   | 1,500 |  |   | --         |  |   | (2,497      | ) |   | --            |  |   | (643,609      | ) |   | --     |  |   | (643,606 | )
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Reverse merger and           |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|reorganization with East     |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Couer d'Alene Silver         |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Mines, Inc.                  |  | --        |  |   | --     |  |  | 1,858,875  |  |   | 186   |  |   | --         |  |   | (186        | ) |   | --            |  |   | --            |   |   | --     |  |   |          |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Stock issued to acquire      |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Quadric Acquisition Corp.    |  | --        |  |   | --     |  |  | 5,000,000  |  |   | 500   |  |   | 249,500    |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 250,000  |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Conversion of convertible    |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|debt                         |  | --        |  |   | --     |  |  | 10,000,000 |  |   | 1,000 |  |   | 99,000     |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 100,000  |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Conversion of stockholder's  |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|loan                         |  | --        |  |   | --     |  |  | 5,000,000  |  |   | 500   |  |   | 399,500    |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 400,000  |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Net loss for the year ended  |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|December 31, 2001            |  | --        |  |   | --     |  |  | --         |  |   | --    |  |   | --         |  |   | --          |   |   | --            |  |   | (695,236      | ) |   | --     |  |   | (695,236 | )
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Balance, December 31, 2001   |  | 1,000,000 |  |   | 1,000  |  |  | 36,858,875 |  |   | 3,686 |  |   | 748,000    |  |   | (2,683      | ) |   |               |  |   | (1,338,845    | ) |   |        |  |   | (588,842 | )
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Stock issued for services    |  | --        |  |   | --     |  |  | 1,125,000  |  |   | 113   |  |   | 16,762     |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 16,875   |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Conversion of stockholder's  |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|loan                         |  | --        |  |   | --     |  |  | 43,252,934 |  |   | 4,325 |  |   | 644,469    |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 648,794  |  
|                             |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Stock issued for service -   |  |           |  |   |        |  |  |            |  |   |       |  |   |            |  |   |             |   |   |               |  |   |               |   |   |        |  |   |          |  
|Related parties              |  | --        |  |   | --     |  |  | 10,080,400 |  |   | 1,008 |  |   | 150,198    |  |   | --          |   |   | --            |  |   | --            |   |   | --     |  |   | 151,206  |  

See accompanying notes to consolidated financial statements

---

- 29 -

For the Years Ended December 31, 2006
  Biopack Environmental Solutions, Inc. and Subsidiaries
  Consolidated Statements of Changes in Stockholders' Deficit

|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  | Accumulated   |   |  |        |  |  |            |  
|-------------------------- |  | --------- |  |  | ------ |  |  | ---------- |  |  | ----- |  |  | ---------- | - |  | ----------- | - |  | ------------- | - |  | ------------- | - |  | ------ |  |  | ---------- | -
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  | Deficit       |   |  |        |  |  |            |  
|                           |  | Preferred |  |  |        |  |  |            |  |  | Less  |  |  | Additional |   |  | Issued at   |   |  |               |   |  | During        |   |  |        |  |  |            |  
|                           |  | Stock     |  |  | Common |  |  | Paid-in    |  |  | than  |  |  | Treasury   |   |  | Development |   |  | Comprehensive |   |  | Stockholders' |   |  | Other  |  |  | Total      |  
|                           |  | Shares    |  |  | Stock  |  |  | Shares     |  |  | Stock |  |  | Capital    |   |  | Par value   |   |  | Stock         |   |  | Stage         |   |  | Income |  |  | Deficit    |  
|Net loss for the year      |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|ended                      |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|December 31, 2002          |  | --        |  |  | --     |  |  | --         |  |  | --    |  |  | --         |   |  | --          |   |  | --            |   |  | (350,992      | ) |  | --     |  |  | (350,992   | )
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Balance at December 31,    |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|2002                       |  | 1,000,000 |  |  | 1,000  |  |  | 91,317,209 |  |  | 9,132 |  |  | 1,559,429  |   |  | (2,683      | ) |  | --            |   |  | (1,689,837    | ) |  | --     |  |  | (122,959   | )
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued for    |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|services                   |  | --        |  |  | --     |  |  | 8,650,000  |  |  | 865   |  |  | 215,385    |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 216,250    |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Treasury stock issued for  |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|services                   |  | --        |  |  | --     |  |  | --         |  |  | --    |  |  | (168,750   | ) |  | --          |   |  | 417,500       |   |  | --            |   |  | --     |  |  | 248,750    |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Purchase of treasury stock |  | --        |  |  | --     |  |  | --         |  |  | --    |  |  |            |   |  | --          |   |  |               |   |  | --            |   |  | --     |  |  |            |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  | (487,500      | ) |  |               |   |  |        |  |  | (487,500   | )
|Issuance of treasury stock |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|for cash                   |  | --        |  |  | --     |  |  | --         |  |  | --    |  |  | 146,000    |   |  | --          |   |  | 70,000        |   |  | --            |   |  | --     |  |  | 216,000    |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Net loss for the year      |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|ended                      |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|December 31, 2003          |  | --        |  |  | --     |  |  | --         |  |  | --    |  |  | --         |   |  | --          |   |  | --            |   |  | (2,155,049    | ) |  | --     |  |  | (2,155,049 | )
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Balance at December 31,    |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|2003                       |  | 1000000   |  |  | 1,000  |  |  | 99,967,209 |  |  | 9,997 |  |  | 1,752,064  |   |  | (2,683      | ) |  | 0             |   |  | (3,844,886    | ) |  |        |  |  | (2,084,508 | )
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued for    |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|cash and services          |  | --        |  |  | --     |  |  | 32,750,000 |  |  | 3,276 |  |  | 3,844,140  |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 3,847,416  |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued to     |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|acquire subsidiary         |  | --        |  |  | --     |  |  | 9,000,000  |  |  | 900   |  |  | 1,259,100  |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 1,260,000  |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued to     |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|acquire assets             |  | --        |  |  | --     |  |  | 4,000,000  |  |  | 400   |  |  | 439,600    |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 440,000    |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued for    |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|services                   |  | --        |  |  | --     |  |  | 5,400,000  |  |  | 540   |  |  | 860,460    |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 861,000    |  
|                           |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|Common stock issued to     |  |           |  |  |        |  |  |            |  |  |       |  |  |            |   |  |             |   |  |               |   |  |               |   |  |        |  |  |            |  
|convert shareholder loan   |  | --        |  |  | --     |  |  | 1,500,000  |  |  | 150   |  |  | 44,850     |   |  | --          |   |  | --            |   |  | --            |   |  | --     |  |  | 45,000     |  

See accompanying notes to consolidated financial statements

---

- 30 -

For the Years Ended December 31, 2006
  Biopack Environmental Solutions, Inc. and Subsidiaries
  Consolidated Statements of Changes in Stockholders' Deficit

|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  | Accumulated   |   |  |        |  |  |            |  
|------------------------ |  | --------- |  |  | ------ |  |  | ----------- |  |  | ------ |  |  | ---------- | - |  | ----------- | - |  | ------------- |  |  | ------------- | - |  | ------ |  |  | ---------- | -
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  | Deficit       |   |  |        |  |  |            |  
|                         |  | Preferred |  |  |        |  |  |             |  |  | Less   |  |  | Additional |   |  | Issued at   |   |  |               |  |  | During        |   |  |        |  |  |            |  
|                         |  | Stock     |  |  | Common |  |  | Paid-in     |  |  | than   |  |  | Treasury   |   |  | Development |   |  | Comprehensive |  |  | Stockholders' |   |  | Other  |  |  | Total      |  
|                         |  | Shares    |  |  | Stock  |  |  | Shares      |  |  | Stock  |  |  | Capital    |   |  | Par value   |   |  | Stock         |  |  | Stage         |   |  | Income |  |  | Deficit    |  
|Common stock issued for  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|services - Related       |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|parties                  |  | --        |  |  | --     |  |  | 700000      |  |  | 70     |  |  | 62930      |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 63,000     |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued for  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|10% stock dividend       |  | --        |  |  | --     |  |  | 14,232,500  |  |  | 1,423  |  |  | (1,423     | ) |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 0          |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Stock issued to repay    |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|stockholder loan         |  | --        |  |  | --     |  |  | 9,750,000   |  |  | 975    |  |  | 486,525    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 487,500    |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Net loss for the year    |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|ended                    |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|December 31, 2004        |  | --        |  |  | --     |  |  | --          |  |  | --     |  |  | --         |   |  | --          |   |  | --            |  |  | (4,079,353    | ) |  | --     |  |  | (4,079,353 | )
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Balance at December 31,  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|2004                     |  | 1,000,000 |  |  | 1,000  |  |  | 177,299,709 |  |  | 17,731 |  |  | 8,748,246  |   |  | (2,683      | ) |  | --            |  |  | (7,924,239    | ) |  | --     |  |  | 840,055    |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued for  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|services                 |  | --        |  |  | --     |  |  | 16,800,000  |  |  | 1,679  |  |  | 391,743    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 393,422    |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued for  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|cash                     |  | --        |  |  | --     |  |  | 6,000,000   |  |  | 600    |  |  | 9,400      |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 10,000     |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Paid-in capital to repay |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|debt                     |  | --        |  |  | --     |  |  | --          |  |  | --     |  |  | 24,328     |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 24,328     |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued to   |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|acquire                  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|subsidiary               |  | --        |  |  | --     |  |  | 900,000     |  |  | 90     |  |  | (90        | ) |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | --         |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued for  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|10%                      |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|stock dividend           |  | --        |  |  | --     |  |  | 1,870,000   |  |  | 187    |  |  | (187       | ) |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | --         |  
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Net loss for the year    |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|ended                    |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|December 31, 2005        |  | --        |  |  | --     |  |  | --          |  |  | --     |  |  | --         |   |  | --          |   |  | --            |  |  | (1,913,234    | ) |  | --     |  |  | (1,913,234 | )
|Balance at December 31,  |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|2005                     |  | 1,000,000 |  |  | 1,000  |  |  | 202,869,709 |  |  | 20,287 |  |  | 9,173,440  |   |  | (2,683      | ) |  | --            |  |  | (9,837,473    | ) |  | --     |  |  | (645,429   | )
|                         |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued to   |  |           |  |  |        |  |  |             |  |  |        |  |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|repay debt               |  | --        |  |  | --     |  |  | 34,100,000  |  |  | 3,410  |  |  | 491,029    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 494,439    |  

See accompanying notes to consolidated financial statements

---

- 31 -

For the Years Ended December 31, 2006
  Biopack Environmental Solutions, Inc. and Subsidiaries
  Consolidated Statements of Changes in Stockholders' Deficit

|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|------------------------ |  | --------- |  |  | ------ |  |  | ------------ | - |  | ------- | - |  | ---------- | - |  | ----------- | - |  | ------------- |  |  | ------------- | - |  | ------ |  |  | ---------- | -
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  | Accumulated   |   |  |        |  |  |            |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  | Deficit       |   |  |        |  |  |            |  
|                         |  | Preferred |  |  |        |  |  |              |   |  | Less    |   |  | Additional |   |  | Issued at   |   |  |               |  |  | During        |   |  |        |  |  |            |  
|                         |  | Stock     |  |  | Common |  |  | Paid-in      |   |  | than    |   |  | Treasury   |   |  | Development |   |  | Comprehensive |  |  | Stockholders' |   |  | Other  |  |  | Total      |  
|                         |  | Shares    |  |  | Stock  |  |  | Shares       |   |  | Stock   |   |  | Capital    |   |  | Par value   |   |  | Stock         |  |  | Stage         |   |  | Income |  |  | Deficit    |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock sold for    |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|cash                     |  | --        |  |  | --     |  |  | 260,000,000  |   |  | 26,000  |   |  | 194,000    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 220,000    |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued to   |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|acquire StarMetro        |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Group                    |  | --        |  |  | --     |  |  | 60,000,000   |   |  | 6,000   |   |  | (234,713   | ) |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | (228,713   | )
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Cancellation             |  | --        |  |  | --     |  |  | 0            |   |  | 0       |   |  | 0          |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 0          |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Private placement        |  | --        |  |  | --     |  |  | 800,000      |   |  | 80      |   |  | 384,812    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 384,892    |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Common stock issued for  |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|services                 |  | --        |  |  | --     |  |  | 30,500,000   |   |  | 3,050   |   |  | 236,950    |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 65,000     |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Cancellation of GTI      |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|shares                   |  | --        |  |  | --     |  |  | (12,000,000  | ) |  | (1,200  | ) |  | 1,200      |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 0          |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Reverse split 4,000 to 1 |  | --        |  |  | --     |  |  | (493,743,513 | ) |  | (49,374 | ) |  | 49,374     |   |  | --          |   |  | --            |  |  | --            |   |  | --     |  |  | 0          |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Accumulated translation  |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|adjustment               |  | --        |  |  | --     |  |  | --           |   |  | --      |   |  | --         |   |  | --          |   |  | --            |  |  | --            |   |  | 6,599  |  |  | 6,599      |  
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Net loss for the year    |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|ended                    |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|December 31, 2006        |  | --        |  |  | --     |  |  | --           |   |  | --      |   |  | --         |   |  | --          |   |  | --            |  |  | (1,149,781    | ) |  | --     |  |  | (1,149,781 | )
|                         |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|Balance at December 31,  |  |           |  |  |        |  |  |              |   |  |         |   |  |            |   |  |             |   |  |               |  |  |               |   |  |        |  |  |            |  
|2006                     |  | 1,000,000 |  |  | 1,000  |  |  | 82,526,196   |   |  | 8,253   |   |  | 10,296,092 |   |  | (2,683      | ) |  | --            |  |  | (10,987,254   | ) |  | 6,599  |  |  | (852,993   | )

See accompanying notes to consolidated financial statements

---

- 32 -

[Page intentionally left blank.]



---

- 33 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIESNOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company

Biopack Environmental Solutions Inc. and Subsidiaries (formerly
Star Metro Corp.) (a development stage company) that is developing a production
plant to manufacture biodegradable, single use food and beverage containers.

The Company was incorporated in the state of Nevada on August
  25, 1999, under the name E.Kidnetwork,com, Inc. On January 23, 2001, subsequent
  to its merger with East Coeur dAlene Silver Mines, Inc. its name was changed
  to ZKid Network Company.

On May 5, 2006, the Company executed a letter of intent with
StarMetro Group Limited, in which Starmetro Group Limited proposed to exchange
60,000,000 shares of Eatware Corporation for 100% of the issued and outstanding
shares of StarMetro Group Limited.

On February 15, 2007 the Company incorporated a new Nevada
company called Biopack Environmental Solutions Inc. and subscribed for one
common share in that company. On February 26, 2007, we changed our name from
Star Metro Corp.) to Biopack Environmental Solutions Inc. The name change
was effected by merging Biopack Environmental Solutions Inc. with the Company,
Biopack Environmental Solutions Inc. carrying on as the surviving corporation.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying consolidated financial statements are prepared
in accordance with the accounting principles generally accepted in the United
States of America (US GAAP). The consolidated financial statements include the
accounts of Biopack Environmental Solutions Inc. and its wholly owned
subsidiaries. All material intercompany balances and transactions have been
eliminated from the consolidated financial statements.

(b) Use of Estimates

In preparing consolidated financial statements in conformity
with US GAAP, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported periods. Significant estimates include
depreciation. Actual results could differ from those estimates.

---

- 34 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIESNOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(c) Cash and Cash Equivalents

The Company considers all highly liquid investments with
original maturities of three months or less at the time of purchase to be cash
equivalents. As of December 31, 2006, the Company have $8,533 cash equivalents.

(d) Short-term Investment

The Company classifies its short-term investment as
held-to-maturity debt securities and is measured at amortized cost (which
approximates fair value) with interest and realized gains and losses, if any,
reported in non-operating income in the income statement.

(e) Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to
ensure accounts receivable are not overstated due to uncollectibility. An
allowance for doubtful accounts is maintained for all customers based on a
variety of factors, including the length of time the receivables are past due,
significant one-time events and historical experience. An additional reserve for
individual accounts is recorded when the Company becomes aware of a customers
inability to meet its financial obligations, such as in the case of bankruptcy
filings or deterioration in the customers operating results or financial
position. If circumstances related to customers change, estimates of the
recoverability of receivables would be further adjusted. There was no accounts
receivable and no allowance for doubtful accounts as of December 31, 2006.

(f) Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation
is provided principally by use of the straight-line method over the useful lives
of the related assets, except for leasehold properties, which are depreciated
over the terms of their related leases or their estimated useful lives,
whichever is less. Expenditures for maintenance and repairs, which do not
improve or extend the expected useful life of the assets, are expensed to
operations while major repairs are capitalized.

The estimated useful lives are as follows:

|                       | Years
|---------------------- | -----
|                       |      
|Leasehold improvements | 5    
|Furniture and fixtures | 5    
|Vehicles               | 5    
|Computer equipment     | 5    

---

- 35 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIESNOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The gain or loss on disposal of property, plant and equipment
is the difference between the net sales proceeds and the carrying amount of the
relevant assets, and, if any, is recognized in the statement of operations.

(g) Impairment of Assets

In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets",
the Company evaluates its long-lived assets to determine whether later events
and circumstances warrant revised estimates of useful lives or a reduction in
carrying value due to impairment. If indicators of impairment exist and if the
value of the assets is impaired, an impairment loss would be recognized. As of
December 31, 2006, no impairment loss has been recognized.

(h) Income Taxes

The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes". Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. 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. Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

(i) Foreign Currency Transactions

The Companys functional currency is Hong Kong Dollars (HKD)
and Malaysia Ringatt (MYR)and its reporting currency is U.S. dollars. The
Companys consolidated balance sheet accounts are translated into U.S. dollars
at the year-end exchange rates and all revenue and expenses are translated into
U.S. dollars at the average exchange rates prevailing during the periods in
which these items arise. Translation gains and losses are deferred and
accumulated as a component of other comprehensive income in stockholders
equity. Transaction gains and losses that arise from exchange rate fluctuations
from transactions denominated in a currency other than the functional currency
are included in the statement of operations as incurred.

---

- 36 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(j) Fair Value of Financial Instruments

SFAS No. 107, Disclosures about Fair Values of Financial
Instruments, requires disclosing fair value to the extent practicable for
financial instruments that are recognized or unrecognized in the balance sheet.
The fair value of the financial instruments disclosed herein is not necessarily
representative of the amount that could be realized or settled, nor does the
fair value amount consider the tax consequences of realization or
settlement.

For certain financial instruments, including cash, accounts and
other receivables, accounts payable, accruals and other payables, it was assumed
that the carrying amounts approximate fair value because of the near term
maturities of such obligations. The carrying amounts of long-term loans
approximate fair value as the interest on these loans is minimal.

(k) Earnings Per Share

Basic earnings per share is computed by dividing the earnings
for the year by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution of securities
by including other potential common stock, including stock options and warrants,
in the weighted average number of common shares outstanding for a period, if
dilutive.

(l) Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents the change in
equity of the Company during the periods presented from foreign currency
translation adjustments.

---

- 37 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(n) Stock-Based Compensation

In March 2004, the FASB issued a proposed statement,
Share-Based Payment, which addresses the accounting for share-based payment
transactions in which an enterprise receives employee services in exchange for
equity instruments of the enterprise or liabilities that are based on the
grant-date fair value of the enterprise's equity instruments or that may be
settled by the issuance of such equity instruments. The proposed statement would
eliminate the ability to account for share-based compensation transactions using
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and generally would require instead that such transactions be
accounted for using a fair-value-based method. In December 2004, the FASB issued
SFAS No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123.
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their grant-date fair values. Pro forma disclosure is
no longer an alternative.

As permitted by SFAS No. 123, for 2005, the Company accounted
for share-based payments to employees using APB Opinion No. 25's intrinsic value
method and, as such, generally recognized no compensation cost for employee
stock options.

Effective January 1, 2006, we have adopted SFAS No. 123(R)'s
fair value method of accounting for share based payments. Accordingly, the
adoption of SFAS No. 123(R)'s fair value method may have a significant impact on
the Company's results of operations as we are required to recognize the cost of
employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards. SFAS No. 123(R) permits public
companies to adopt its requirements using either the "modified prospective"
method or the "modified retrospective" method.

The Company adopted SFAS No. 123(R) using the modified
prospective method. In April 2005, the SEC delayed the effective date of SFAS
No. 123(R), which is now effective for public companies for annual, rather than
interim periods that begin after June 15, 2005. The impact of the adoption of
SFAS No. 123(R) cannot be predicted at this time because it will depend on
levels of share-based payments granted in the future.

(o) Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements. The Company
recognizes revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to applicable laws and regulations,
including factors such as when there has been evidence of a sales arrangement,
the performance has occurred, or service have been rendered, the price to the
buyer is fixed or determinable, and collectability is reasonably assured

---

- 38 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(p) New Accounting Pronouncements

In March 2004, the FASB approved the consensus reached on the
Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments." The
objective of this Issue is to provide guidance for identifying impaired
investments. EITF 03-1 also provides new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB issued a
FASB Staff Position (FSP) EITF 03-1-1 that delays the effective date of the
measurement and recognition guidance in EITF 03-1 until after further
deliberations by the FASB. The disclosure requirements are effective only for
annual periods ending after June 15, 2004. The Company has evaluated the impact
of the adoption of the disclosure requirements of EITF 03-1 and does not believe
it will have an impact to the Company's overall combined results of operations
or combined financial position. Once the FASB reaches a final decision on the
measurement and recognition provisions, the Company will evaluate the impact of
the adoption of EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory
Costs, an amendment of ARB No. 43, Chapter 4, (" SFAS No. 151"). The amendments
made by SFAS 151 clarify that abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized as
current-period charges and require the allocation of fixed production overheads
to inventory based on the normal capacity of the production facilities. The
guidance is effective for inventory costs incurred during fiscal years beginning
after June 15, 2005. Earlier application is permitted for inventory costs
incurred during fiscal years beginning after November 23, 2004. The Company has
evaluated the impact of the adoption of SFAS 151, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.

In December 2004, the FASB issued SFAS No.152, "Accounting for
Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and
67" ("SFAS 152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real
Estate", to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152
also amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of
Real Estate Projects", to state that the guidance for (a) incidental operations
and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs
is subject to the guidance in SOP 04-2. SFAS 152 is effective for financial
statements for fiscal years beginning after June 15, 2005, with earlier
application encouraged. The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be significant if any, to the
Company's overall results of operations or financial position since the Company
does not enter into such transactions.

---

- 39 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In December 2004, the FASB issued SFAS No.153, "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
Nonmonetary Transactions." The amendments made by SFAS 153 are based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. Further, the amendments eliminate the narrow
exception for nonmonetary exchanges of similar productive assets and replace it
with a broader exception for exchanges of nonmonetary assets that do not have
commercial substance. Previously, Opinion 29 required that the accounting for an
exchange of a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded
amount of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
That exception required that some nonmonetary exchanges, although commercially
substantive, to be recorded on a carryover basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
financial reporting that more faithfully represents the economics of the
transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
after the date of issuance. The provisions of SFAS No.153 shall be applied
prospectively. The Company has evaluated the impact of the adoption of SFAS 153,
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004),
"Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) will provide investors and
other users of financial statements with more complete and neutral financial
information by requiring that the compensation cost relating to share-based
payment transactions be recognized in financial statements. That cost will be
measured based on the fair value of the equity or liability instruments issued.
SFAS 123(R) covers 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. SFAS 123(R) replaces
SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as
originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees. However, that
statement permitted entities the option of continuing to apply the guidance in
Opinion 25, as long as the footnotes to financial statements disclosed what net
income would have been had the preferable fair-value-based method been used.
Public entities (other than those filing as small business issuers) will be
required to apply SFAS 123(R) as of the first interim or annual reporting period
that begins after June 15, 2005. This pronouncement is effective for the
Company, a small business issuer, as of the first interior annual reporting
period that begins after December 15, 2005. The Company has evaluated the impact
of the adoption of SFAS 123(R), and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.

---

- 40 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In May, 2005, The FASB issued SFAS No. 154, entitled Accounting
Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB
Statement No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle. This statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. Opinion 20 previously required that most
voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This Statement requires retrospective application to prior
periods financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This Statement defines as the application of a different
accounting principle to prior accounting periods as if that principle had always
been used or as the adjustment of previously issued financial statements to
reflect a change in the reporting entity. This statement also redefines
restatement as the revising of previously issued financial statements to reflect
the correction of an error. The adoption of SFAS 154 did not impact the
financial statements.

In February, 2006, FASB issued SFAS No. 155, Accounting for
Certain Hybrid Financial Statements. SFAS No. 155 amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS No. 155, permits fair value measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
statements that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Companys first fiscal year that begins
after September 15, 2006. Management believes that this statement will not have
a significant impact on the financial statements.

In March, 2006 FASB issued SFAS 156 Accounting For Servicing
of Financial Assets thisStatement amends FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities, with respect to the accounting for separately recognized servicing
assets and servicing liabilities. This Statement:

Requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial asset by
entering into a servicing contract.

Requires all separately recognized servicing assets and
servicing liabilities to be initially measured at fair value, if practicable.

---

- 41 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Permits an entity to choose Amortization method or Fair
value measurement method for each class of separately recognized servicing
assets and servicing liabilities.

At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized
servicing rights, without calling into question the treatment of other
available-for-sale securities under Statement 115, provided that the
available-for-sale securities are identified in some manner as offsetting the
entitys exposure to changes in fair value of servicing assets or servicing
liabilities that a servicer elects to subsequently measure at fair value.
Requires separate presentation of servicing assets and liabilities subsequently
measured at fair value in the statement of financial position and additional
disclosures for all separately recognized servicing assets and servicing
liabilities. Management believes that this statement will not have a significant
impact on the financial statements.

In September 2006, FASB issued SFAS 157 Fair Value
Measurements. This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This Statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this Statement
does not require any new fair value measurements. However, for some entities,
the application of this Statement will change current practice. This Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Management is
currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 Employers Accounting
for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB
Statements No. 87, 88, 106, and 132(R).

This Statement improves financial reporting by requiring an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This Statement also improves financial reporting by requiring an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position, with limited exceptions. An employer with
publicly traded equity securities is required to initially recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15, 2006. An
employer without publicly traded equity securities is required to recognize the
funded status of a defined benefit postretirement plan and to provide the
required disclosures as of the end of the fiscal year ending after June 15,
2007. However, an employer without publicly traded equity securities is required
to disclose the following information in the notes to financial statements for a
fiscal year ending after December 15, 2006, but before June 16, 2007, unless it
has applied the recognition provisions of this Statement in preparing those
financial statements. The requirement to measure plan assets and benefit
obligations as of the date of the employers fiscal year-end statement of
financial position is effective for fiscal years ending after December 15, 2008.
The management is currently evaluating the effect of this pronouncement on
financial statements.

---

- 42 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Property, Plant and Equipment, net

|Cost                           |   |         |  
|------------------------------ | - | ------- | -
|                               |   |         |  
|Leasehold improvements         | $ | 8,569   |  
|Motor vehicle                  |   | 26,386  |  
|Office furniture and equipment |   | 22,168  |  
|Computer equipment             |   | 9,168   |  
|Construction in progress       |   | 148,410 |  
|                               |   | 214,701 |  
|Accumulated depreciation       |   | (8,920  | )
|                               |   |         |  
|                               |   |         |  
|                               | $ | 205,781 |  

Depreciation expense for the year ended December 31, 2006 was
$8,919..

Construction in progress

The Company intends to build and operate a production plant in
Malaysia. As of December 31, 2006, the Company had spent $148,410 on the
construction. These costs are included on the balance sheet in the property,
plant and equipment costs. No depreciation will be provided until the plant is
completed and operating.

4. Due to Related Parties

Two directors of the Company have advanced $670,734 in the form
of unsecured, non-interest bearing advances with no due date. On March 27, 2007
these advances were converted into common stock.

5. Discontinued Operations

The Companys management determined that they would discontinue
the digital media business of ZKid Network Company. Therefore, all operations of
this business pursuit are classified as discontinued operations in the
accompanying financial statements. The sale of the related assets of the digital
media business resulted in a loss of $41,074.

6. Going Concern

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. These
consolidated financial statements show that there are minimal reserves and that
the Company has sustained losses totaling $11,034,637 since inception. The
future of the Company is dependent upon its attaining successful operations, or
raise the capital it will require through the issuance of equity securities,
borrowings or a combination thereof. The consolidated financial statements do
not include any adjustments relating to recoverability and classification of
recorded assets, or the amounts or classifications of liabilities that might be
necessary in the event the Company cannot continue in existence.

7. Concentrations and Credit Risk

No operation yet

---

- 43 -

BIOPACK ENVIRONMENTAL SOLUTIONS INC. AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Commitments and Contingencies

The Company leases office space under two operating leases. The
Hong Kong office lease is for a period of three years beginning June 2, 2006 and
ending June 4, 2009, with monthly payments of $8,572 per month. The Malaysia
office lease is for a period of one year beginning December 15, 2006 and ending
December 14, 2007 with monthly payments of $1,243 per month.

The Company leases office equipment and office renovations. The
lease is for a period of three years beginning June 5, 2006 and ending June 4,
2009 with monthly payments of $2,731 per month.

The Company has an agreement to pay for corporate management
services for the period beginning September 1, 2006 and ending May 31, 2009. The
management fee is in the amount of $12,438 per month.

Future minimum payments under operating leases and corporate
management service agreements as of December 31, 2006 are as follows:

|2007 | $ | 317,568 | 
|---- | - | ------- | 
|2008 |   | 296,210 | 
|2009 |   | 122,720 | 
|     |   |         | 
|     | $ | 736,498 | 

9. Subsequent Events

On March 27, 2007, the Company closed a share exchange
agreement with Roots Biopack Group Limited and its stockholders. In accordance
with the terms of the share exchange agreement, the Company acquired all of the
one hundred shares of issued and outstanding common stock of Roots Biopack Group
Limited in exchange for 90,000,000 share of the Companys common stock. As
additional consideration, two of the Companys directors transferred 18,000,000
shares of the Companys common stock held by them to the shareholders of Roots
Biopack Group Limited.

10. Related Party Transactions

Two directors of the Company have advanced $670,734 in the form
of unsecured, non-interest bearing advances with no due date. On March 27, 2007
these advances were converted into common stock.

On the acquisition of Starmetro Group Limited, two directors of
the Company and shareholders of Starmetro Group, Limited received 28,000,000 and
20,000,000 shares of the Companys common stock, respectively in exchange for
their shares of Starmetro Group Limited.

During the year ended December 31, 2006 the Company paid $7,111
for office space rental and $41,389 for management services to a related party.
The relationship is due to the Companys President being a director of the
lessor.

During the year ended December 31, 2006 the Company paid
$35,488 for air travel and hotel arrangements to a related party. The
relationship is due to the Companys President being an officer and indirect
minority shareholder of the supplier.

The Company accrued $100,107 during the period October, 2005
through August, 2006 for consulting services to a service provider who owned
12,000,000 shares of the Companys common stock.

---

- 44 -

11. Vehicle Obligation Payable

The Company has an agreement to lease a motor vehicle under a
direct financing lease. The payment for this direct financing lease is $373 per
month. This obligation is included in the balance sheet under current
liabilities.

---

- 45 -

|Item 8. | Changes In and Disagreements With
      Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------------

None.

|Item 8A. | Controls and Procedures
|-------- | -----------------------

As required by Rule 13a-15 under the Exchange Act, as of the
end of the period covered by this report, being December 31, 2006, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our management,
including our chief executive officer and our chief financial officer. Based
upon that evaluation, our chief executive officer and our chief financial
officer concluded that our disclosure controls and procedures are effective as
of the end of the period covered by this report. There have been no changes in
our internal controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to management, including our chief
executive officer and our chief financial officer as appropriate, to allow
timely decisions regarding required disclosure.

PART III

|**Item 9.** | Directors, Executive Officers, Promoters,
      Control Persons and Corporate Governance; Compliance with
      **Section 16(a) of the Exchange Act.**
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------

The following individuals serve as the directors, executive
officers and key employees of our company. All directors of our company and our
subsidiary hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company and our subsidiaries are appointed by our board of directors and
hold office until their death, resignation or removal from office.

Name
      Position Held with our
      Company
      Age
      Date First Elected or
      AppointedGerald Lau
    President, Chief Executive
      Officer and Director
    49
    March 27, 2007Eddie Chou(1)
    Principal Financial Officer,
      Chief Technical Officer, Secretary, Treasurer and
      Director(1)
    36
    February 6, 2006Edwin Chan
    Director
    41
    March 27, 2007Hilary Chu
    Director
    30
    March 27, 2007Ricky Chiu(2)
    Director(2)
    36
    February 6, 2006


---

- 46 -

Name
      Position Held with our Company
      Age
      Date First Elected or
      AppointedAlex Chan
    Director of Bioplanet Distribution Sdn Bhd
      and Eatware Developemtn Sdn Bhd (Malaysia Subsidiaries)
    34
    December 5, 2006Wong Lai Wah
    Director of Bioplanet Distribution Sdn Bhd
      and Eatware Developemtn Sdn Bhd (Malaysia Subsidiaries)
    59
    December 5, 2006


|(1) | Eddie Chou was appointed as our Secretary, Treasurer and
      a director on February 6, 2006. He was appointed as our Chief Technical
      Officer, upon the closing of the share exchange agreement with Roots
      Biopack Group, which occurred on March 27, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                         
|(2) | Ricky Chiu was appointed as our President and a director
      on February 6, 2006. He resigned as our President upon the closing of the
      share exchange agreement with Roots Biopack Group, which occurred on March
      27, 2007.                               

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the person's principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Gerald Lau  Chief Executive Officer and Director

Gerald Lau was appointed as our Chief Executive Officer and a
director upon the closing of the share exchange agreement with Roots Biopack
Group, which occurred on March 27, 2007. He is responsible for accounting
functions, as well as overall financial planning and management. During the
period of November 2004 to June 2006, Mr. Lau served as a director for Good
Value International Limited, Good Value Galaxy Limited and Joint Eagle
Investment Limited. From November 2002 to October 2004, he served as an
executive director of GIN International Limited, a Hong Kong based company
specializing in SMS text messaging services. While with GIN International
Limited, Mr. Lau was responsible for the general administration and accounting
matters. Mr. Lau was awarded a bachelors degree in Business Administration
majoring in Business Economics & Quantitative Methods at University of
Hawaii at Manoa in August 1981.

Eddie Chou  Chief Technical Officer, Secretary, Treasurer
and Director

Eddie Chou became our Principal Financial Officer, Secretary,
Treasurer and a director on February 6, 2006. He resigned as our Principal
Financial Officer upon the closing of the share exchange agreement with Roots
Biopack Group, which occurred on March 27, 2007. He was appointed as our Chief
Technical Officer upon the closing of the share exchange agreement with Roots
Biopack Group, which occurred on March 27, 2007. Mr. Chou is responsible for the
development of our technology and project development. From 2003 to 2006, Mr.
Chou served as a director and general manager of Glory Team Industrial Ltd.,
where he was in charge of research and development and responsible for the
development of machinery, technology and production line design. Glory Team
Industrial Ltd. owns the rights to the EATware intellectual property that was,
until December of 2006, licensed to our company. From 1997 to 2003, Mr. Chou was
the chief design engineer of ASM Pacific Technology Ltd. (HKEx:ASMPT), which is
the world's largest assembly and packaging equipment supplier for the
semiconductor industry. At December 31, 2005, 53.59% of the equity of ASM
Pacific Technology Ltd. was owned by ASM International N.V., a Netherlands
company. ASM International N.V. is a reporting issuer in the United States; its
common shares are listed on the NASDAQ Global Select Market (NASD:ASMI).

Mr. Chou was awarded a B.Eng (Hons) in Mechanical Engineering
  from London University, in London, England in 1994. In 2002, Mr. Chou obtained
  a Certificate for Mechatronics from Philips CFT centre, Singapore which is the
  exclusive in-house institution of Philips Group.

---

- 47 -

Edwin Chan - Director

Edwin Chan was appointed as a director upon the closing of the
  share exchange agreement with Roots Biopack Group, which occurred on March 27,
  2007. Mr. Chan has served as the Director of Roots Biopack Group Limited since
  July 2006. From July 2004 to June 2006, Mr. Chan was the Senior Manager at China
  Everbright Securities (HK) Limited (Hong Kong), an investment banking firm.
  While with China Everbright Securities (HK) Limited, Mr. Chan was responsible
  for sales and brokerage of securities to institutional investors in China and
  Hong Kong. During the period April 2002 to June 2004, he was the Senior Manager
  (Business Valuation) of Vigers Appraisal & Consulting Ltd. (Hong Kong).
  From January 2000 to March 2002, Mr. Chan was the Research Manager for Asia
  Financial Securities Ltd. (Hong Kong.)

Mr. Chan was awarded an MBA degree from the Schulich School of
Business, York University, Canada, with a specialization in Corporate Finance,
Investment and Financial Management in 1999. He also graduated with an LLB
degree from Tsinghua University in the Peoples Republic of China in 2005, a
Bachelors of Science degree (Environmental Science Stream) from the Chinese
University of Hong Kong in 1987 and a postgraduate certificate in Education from
the University of Hong Kong in 1988.

Hilary Chu - Director

Hilary Chu was appointed as a director upon the closing of the
share exchange agreement with Roots Biopack Group, which occurred on March 27,
2007. Ms. Chu has been Green Manager of Roots Biopack Group Limited since March
2005, where she has been responsible for the implementation of various
compliance systems into Roots Biopack Group Limiteds factory in Shunde. As
Green Manager she is in charge of all environmental issues, including compliance
with all local, national and international environmental regulations. From March
2004 to March 2005, Ms. Chu was the Assistant Manager of KA Construction Co.,
Ltd. HK. From February 2002 to July 2003, she served as the Higher Scientific
Officer (HSO) for the UK Department for Environment, Food and Rural Affairs
(Defra), UK.

In 2000, Ms. Chu obtained her Masters degree in Environmental
Technology from the Imperial College of Science, Technology and Medicine, U.K.
Ms. Chu graduated from the University of Westminster, U.K., with a BSc (HONS) in
Environmental Sciences and Business Management in 1999. She is a member of the
Institution of Environmental Sciences (MIEnvSc) and is an active member in
various environmental groups and institutions. Ms. Chu is a qualified auditor
for ISO 9001  2000 QMS Internal Auditing Course of Construction Industry
Training Authority (CITA). She is also a qualified professional trainer for
occupational health and safety from the Hong Kong Polytechnic University.

Ricky Chiu - Director

Ricky Chiu was appointed as our President and a director on
February 6, 2006. He resigned as our President upon the closing of the share
exchange agreement with Roots Biopack Group, which occurred on March 27, 2007.
Since November 1, 2004, Mr. Chiu has been a member of the Board of Directors of
Grand Power Logistics Inc., a reporting company in Canada whose shares of common
stock are listed on the TSX Venture Exchange (TSX-V: GPW) and he has been the
President and Chief Executive Officer of Grand Power Logistics Inc. since
November 4, 2004. Prior to this, he was involved in his familys travel
business, Bao Shinn Express Limited, of which he remains a director. Since 1998,
Mr. Chiu has served as the Executive Director of Grand Power Express Forwarders
Ltd. (Macau).

Mr. Chiu graduated with a Bachelor of Science degree in Physics
from the Imperial College London University. He also graduated with a Special
Diploma in Social Studies from the Keble College Oxford University.

Alex Chan  Director

Alex Chan was appointed as the director of Bioplanet
Distribution Sdn Bhd (formerly named Eatware Malaysia Sdn Bhd) on December 5,
2005. Mr. Chan has been responsible for our project development in Malaysia
since Dec 2005. Mr. Chan was awarded a B.Eng in Mechanical Engineering from
Kings College of London, England in 1995. Mr Chan returned to Malaysia to pursue
his career in the engineering field for the next 10 years. From 1995 to 1997, Mr
Chan was attached to Malaysias largest electrical manufacturer of High Tension
electrical equipment known as LKH Holdings which is listed on Kuala Lumpur Stock
Exchange in Malaysia (LKH:KLSE). Subsequently, from 1997 to 2005, Mr Chan was
the General Manager of RBS Solutions Sdn Bhd (a private limited company) in
Malaysia involved in a several of Malaysias premier landmark projects which
includes the KLCC twin towers, Kuala Lumpur towers and the Kuala Lumpur
international airport to name a few.

---

- 48 -

Alex Chan was also a director of Eatware Development Sdn Bhd,
our former Malaysia Subsidiary that was struck off by the Malaysian registry of
companies on January 15, 2007.

Wong Lai Wah  Director

Madam Wong was appointed as director of Bioplanet Distribution
Sdn Bhd (formerly named Eatware Malaysia Sdn Bhd) on the 5th of
December 2005. Ms. Wong was also a director of Eatware Development Sdn Bhd, our
former Malaysia Subsidiary that was struck off of the Malaysian registry of
companies on January 15, 2007.

Family Relationships

There are no family relationships between our directors and
executive officers other than the following:

-Wong Lai Wah is Alex Chans mother.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Promoters

Our directors and our executive officers are our promoters.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended December 31, 2006, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
      Number of Late
      Reports
      Number of Transactions Not
      Reported on a Timely Basis
      Failure to File
      Requested FormsRicky Chiu
    3(1)(2)(3)
    3(1)(2)(3)
    n/aEddie Chou
    3(1)(2)(3)
    3(1)(2)(3)
    n/aMaverick Enterprises Ltd.
    2(4)
    2(4)
    2(4)


---

- 49 -

Name
      Number of Late
      Reports
      Number of Transactions Not
      Reported on a Timely Basis
      Failure to File
      Requested FormsGlory Team Industrial Limited
    3(5)
    3(5)
    3(5)Chan Choon Hoong (Alex Chan)
    1(6)
    1(6)
    1(6)Wong Lai Wah
    1(6)
    1(6)
    1(6)Gerald Lau
      none
      none
      noneHillary Chu
      none
      none
      noneEdwin Chan
      none
      none
      none


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3 - Initial Statement of
      Beneficial Ownership of Securities.                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                         
|(2) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement in Changes of
      Beneficial Ownership.                                                                                             
|    |                                                                                                                                                                                                                                                         
|(3) | The named person filed a late Schedule 13D.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                         
|(4) | Maverick Enterprises Ltd. failed to file a Form 3 and
      Schedule 13D upon its acquisitions of 260,000,000 shares of our common
      stock and 1,000,000 shares of our preferred stock.                                                             
|    |                                                                                                                                                                                                                                                         
|(5) | Glory Team Industrial Limited failed to file a Form 3 and
      Schedule 13D upon its acquisition of 12,000,000 shares of our common stock
      and failed to file a Form 4 upon the cancellation of these 12,000,000
      shares of our common stock.
|    |                                                                                                                                                                                                                                                         
|(6) | The named director of one of our subsidiary companies
      failed to file Form 3 - Initial Statement of Beneficial Ownership of
      Securities.                                                                                                      

Code of Ethics

Effective March 26, 2003, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our company's president and secretary (being our principal executive
officer, principal financial officer and principal accounting officer), as well
as persons performing similar functions. As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships;

2. full, fair, accurate, timely, and understandable disclosure
in reports and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;

3. compliance with applicable governmental laws, rules and
regulations;

4. the prompt internal reporting of violations of the Code of
Business Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and

5. accountability for adherence to the Code of Business Conduct
and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's senior officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes
  that all employees, and particularly senior officers, have a responsibility
  for maintaining financial integrity within our company, consistent with generally
  accepted accounting principles, and federal and state securities laws. Any senior
  officer who becomes aware of any incidents involving financial or accounting
  manipulation or other irregularities, whether by witnessing the incident or
  being told of it, must report it to our company.

---

- 50 -

Any failure to report such inappropriate or irregular conduct
  of others is to be treated as a severe disciplinary matter. It is against our
  company policy to retaliate against any individual who reports in good faith
  the violation or potential violation of our company's Code of Business Conduct
  and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the
Securities and Exchange Commission on April 15, 2003 as Exhibit 20.1 to our
annual report. We will provide a copy of the Code of Business Conduct and Ethics
to any person without charge, upon request. Requests can be sent to: Biopack
Environmental Solutions Inc., 18/F Metroplaza Tower II, 223 Hing Fong Road, Kwai
Chung, New Territories, Hong Kong.

|Item 10. | Executive Compensation.
|-------- | -----------------------

The particulars of compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our four most highly
compensated executive officers who were serving as executive officers at the end
of the year ended December 31, 2006 and our two most recent fiscal years prior
to the change in our fiscal year, and whose total salary and bonus exceeded
$100,000 per year; and

(c) any additional individuals for whom
disclosure would have been provided under (b) but for the fact that the
individual was not serving as our executive officer at the end of the year ended
December 31, 2006. who we will collectively refer to as the named executive
officers, are set out in the following summary compensation table.

|SUMMARY COMPENSATION TABLE                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------
|Name and Principal
      Position                                                                                            
|Ricky Chiu(1)
      President and a Director                                                                                 
|Eddie Chou(1)
      Secretary, Treasurer and a 
      Director 
      Chief Executive Officer, E-Ware 
      Corporation Ltd.
|Alex Chan 
      (Director of Bio-planet 
      Distribution Sdn Bhd)                                                        
|Donald Weisberg(1)
      Former President, CEO, CFO 
      and Director                                                      

(1) On February 6, 2006, Ricky Chiu was appointed as our
President and a director, Eddie Chou was appointed as our Secretary, Treasurer
and a director, and Donald Weisberg resigned as an officer and director of our
company.

(2) This amount reflects compensation paid to Eddie Chou for
his services as both director of our company and as Chief Executive Officer and
director of our wholly owned subsidiary, E-Ware Corporation Limited. Mr. Chous
compensation is provided pursuant to an oral arrangement with our company.

(3) Effective December 5, 2005, our wholly owned subsidiary
Bioplanet Distribution Sdn Bhd entered into an employment agreement with Alex
Chan. Under the terms of this agreement, Mr. Chan was appointed director of
Bioplanet Distribution Sdn Bhd for a monthly remuneration of approximately
$3,026.34 and revised to $3,815.82 (the agreement provides for monthly
remuneration of 11,500 Malaysian Ringgits plus 12% compulsory local pension
fund. The monthly remuneration was revised to 14,500 Malaysian Ringgits since 1
May 2006. (We have converted this to U.S. dollars at a rate of one (1) Malaysian
Ringgit per US$0.26316) .

---

- 51 -

Employment Contracts and Termination of Employment
Arrangements

We have not entered into any employment agreement or consulting
agreements with our directors and executive officers. There are no arrangements
or plans in which we provide pension, retirement or similar benefits for
directors or executive officers. Our directors and executive officers may
receive stock options at the discretion of our board of directors in the future.
We do not have any material bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to our directors or executive
officers, except that stock options may be granted at the discretion of our
board of directors.

Stock Option Plan

There were no grants of stock options or stock appreciation
rights to our executive officers and directors made during the fiscal years
ended December 31, 2006 and December 31, 2005.

Stock Options/SAR Grants

None

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

None

Directors Compensation

Except those mentioned in the above Summary Compensation Table,
no director received compensation for the fiscal years December 31, 2006,
December 31, 2005, December 31, 2004. We have no formal plan for compensating
our directors for their service in their capacity as directors, although such
directors are expected in the future to receive stock options to purchase common
shares as awarded by our board of directors or (as to future stock options) a
compensation committee which may be established. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of
directors may award special remuneration to any director undertaking any special
services on our behalf other than services ordinarily required of a
director.

|Item 11. | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder
      **Matters.**
|-------- | ---------------------------------------------------------------------------------------------------------------

The following table sets forth, as of March 30, 2007, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers and
the directors and executive officers of our subsidiary as a group. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

Title of Class
      Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership(1)
      Percentage of
      Class(2)Common Shares
    Ricky Chiu Director
      85 Waterloo Road, Kowloon, Hong Kong
    18,487,733
    10.6%Common Shares
    Cede & Co. P.O. Box
      222, Bowling Green Station, New York, New York, U.S.A.
      10274
    15,887,111
    9%


---

- 52 -

Title of Class
      Name and Address of Beneficial Owner
      Amount and Nature of Beneficial
      Ownership(1)
      Percentage of
      Class(2)Common Shares
    Eddie Chou Secretary,
      Treasurer and Director 25C Grand Excelsior 25 Tai Hang
      Drive, Hong Kong
    12,805,492
    7.4%Common Shares
    (3)(4)(5) Gerald Lau
      18/F Metroplaza Tower II, 223 Hing Fong Road, Kwai
      Chung, New Territories, Hong Kong
    104,760,000
    60.3%Common Shares
    Directors and Executive Officers
      as a Group
    136,053,225
    78.3%


|(1) | Regulation S-B promulgated under the Exchange Act,
      defines a beneficial owner of a security as any person who, directly or
      indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise, has or shares: (i) voting power, which
      includes the power to vote, or to direct the voting of shares; and (ii)
      investment power, which includes the power to dispose or direct the
      disposition of shares. Certain shares may be deemed to be beneficially
      owned by more than one person (if, for example, persons share the power to
      vote or the power to dispose of the shares). In addition, shares are
      deemed to be beneficially owned by a person if the person has the right to
      acquire the shares (for example, upon exercise of an option) within 60
      days of the date as of which the information is provided. In computing the
      percentage ownership of any person, the amount of shares outstanding is
      deemed to include the amount of shares beneficially owned by such person
      (and only such person) by reason of these acquisition rights. As a result,
      the percentage of outstanding shares of any person as shown in this table
      does not necessarily reflect the persons actual ownership or voting power
      with respect to the number of shares of common stock actually outstanding
      on March 30, 2007, and the date of this Annual Report.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Calculated based on the 173,821,159 issued and
      outstanding shares as of March 30, 2007 plus, for each person or group,
      any securities that person or group has the right to acquire within 60
      days pursuant to options, warrants, conversion privileges or other
      rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Gerald Lau, our President, Chief Executive Officer and
      Director, is 50% owner and controller of Legend View Holdings Ltd., which
      owns 10,800,000 common shares of our company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Gerald Lau, our President, Chief Executive Officer and
      Director, owns and controls Good Value Galaxy Limited, which owns
      75,600,000 common shares of our company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Gerald Lau, our President, Chief Executive Officer and
      Director, owns and controls Joyful Services Ltd, which owns 18,360,000
      common shares of our company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a date subsequent to the filing of this Annual Report
result in a change in control of our company.

|Item 12. | Certain Relationships and Related
      Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------------

Other than set out below, we have not been a party to any
transaction, proposed transaction, or series of transactions during the last two
years in which the amount involved exceeded $60,000, and in which, to our
knowledge, any of the following persons had, or is to have, a direct or indirect
material interest: a director or executive officer of our company; a nominee for
election as a director of our company; a beneficial owner of more than five
percent of the outstanding shares of our common stock; or any member of the
immediate family of any such person.

-During the period November 22, 2005 to March 27, 2007, Ricky
Chiu, our President and a director, loaned an aggregate of $790,186 to our
company for use as working capital. This aggregate amount breaks down as
follows: from November

---

- 53 -

22, 2005 to December 31, 2005, Mr. Chiu loaned a total of
$44,316; from January 1, 2006 to December 31, 2006, Mr. Chiu loaned a total of
$414,515; and from January 1, 2007 to March 27, 2007, Mr. Chiu loaned a total of
$331,355. Pursuant to the share exchange agreement that we entered into with
Roots Biopack Group Limited and its stockholders, Mr. Chiu has agreed to convert
all of this debt into common shares of our company at a price of $0.80 per
common share on the closing date.

-During the period beginning on March 6, 2005 and ending on
March 27, 2007, Eddie Chou, our Secretary, Treasurer and a director, loaned an
aggregate of $244,394 to our company for use as working capital and initial
project cost by our company and our subsidiaries. This aggregate amount breaks
down as follows: from May 6, 2006 to December 31, 2006, Mr. Chou loaned a total
of $196,440; and from January 1, 2007 to March 27, 2007, Mr. Chiu loaned a total
of $47,954. Pursuant to the share exchange agreement that we entered into with
Roots Biopack Group Limited and its stockholders, Mr. Chou has agreed to convert
all of this debt into common shares of our company at a price of $0.80 per
common share on the closing date.

-On May 8, 2006, we completed the acquisition, by way of share
exchange, of one hundred percent (100%) of the issued and outstanding shares of
Starmetro Group Limited, a British Virgin Islands corporation, in exchange for
the issuance of 60,000,000 shares of our common stock. Our President, Ricky
Chiu, was a shareholder of Starmetro Group Limited and upon the closing of the
acquisition received 28,000,000 shares of our common stock, our Secretary and
Treasurer, Eddie Chou, who was also a shareholder of Starmetro Group Limited,
received 20,000,000 shares of our common stock upon the closing of the
acquisition and Glory Team Industrial Limited, also a shareholder of Starmetro
Group Limited, received 12,000,000 shares of our common stock upon the closing
of the acquisition.

-For the period from December 1, 2005 to December 31, 2005 and
January 1, 2006 to July 31, 2006 our wholly owned subsidiary, E-ware Corporation
Limited, paid a total of $297 and $7,111 respectively, for the rental of office
space pursuant to an oral arrangement with Grand Power Express International
Ltd. This office space was occupied by our company and by E-ware Corporation
Limited. On October 11, 2006, E-Ware Corporation Limited entered into a written
sub-lease with Grand Power Express International Ltd. for a portion of
approximately 4,000 square feet of office space for the period from June 5, 2006
to June 4, 2009 (both days inclusive). Pursuant to this sub-lease we lease
approximately 28% of the total of approximately 4,000 square feet at a monthly
cost of $14,454. The balance of this office space is occupied by Grand
Power Express International Ltd. For the period from June 5, 2006 to --December
31, 2006, E-Ware Corporation Limited paid a total of $75,089 for the rental of
this office space to Grand Power Express International Ltd. Grand Power Express
International Ltd. is a related party because Ricky Chiu, our President and a
director of our company, is also a director of Grand Power Express International
Ltd.

-On September 1, 2006our wholly owned subsidiary,
E-Ware Corporation Limited, entered into a management services agreement with
Grand Power Express International Ltd. whereby Grand Power Express International
Ltd. agreed to provide corporate management services, including public company
compliance, fund raising, potential mergers and acquisitions, accounting
services, internal control procedures, human resources and administrative
services for our company at a monthly cost of $12,724.95 (the agreement provides
for a monthly cost of HK$99,000 We have converted this to U.S. dollars at a rate
of one Hong Kong Dollar per US$0.128535) . For the period from September 1, 2006
to December 31, 2006, our wholly-owned subsidiary, E-Ware Corporation Limited,
paid a total of $41,389 to Grand Power Express International Ltd for management
services under this agreement. Grand Power Express International Ltd. is a
related party because Ricky Chiu, our President and a director of our company,
is also a director of Grand Power Express International Ltd.

-For the period from January 1, 2006 to December 31, 2006, our
wholly-owned subsidiary, E-Ware Corporation Limited, paid a total of $35,488 for
airline tickets and hotel arrangements to Bao Shinn International Express Ltd.
Bao Shinn International Express Ltd. is a related party because Ricky Chiu, our
President and a director of our company, is also the President of Bao Shinn
International Express Ltd. Mr. Chiu is also the beneficial owner of 6.45% of Bao
Shinn common stock. Bao Shinn International Express Ltd. provides these travel
services to our company on an open account basis pursuant to an oral
understanding.

-From October 2005 to August, 2006, Glory Team Industrial
Limited provided consulting services to our wholly-owned subsidiary, Bioplanet
Distribution Sdn Bhd (formerly, Eatware Malaysia Sdn Bhd), pursuant to an
informal oral agreement. These consulting services were provided in connection
with our Malaysia project. As at September 30, 2006, a total of $100,107
was accrued and currently remains outstanding. Glory Team Industrial Limited is
a related party because, at the time these services were rendered, it owned
12,000,000 shares of our common stock.

---

- 54 -

-On December 7, 2005, our wholly owned subsidiary, Starmetro
Group Limited, entered into a licensing agreement with Glory Team Industrial
Limited providing for, among other things, the licensing of certain intellectual
property rights including the use of the "Eatware" brand name. On May 8, 2006,
our company acquired all of the shares of Starmetro Group Limited from, among
others, Glory Team Industrial Limited. On November 13, 2006, our company entered
into an agreement with Glory Team Industrial Limited and Eddie Chou (one of our
directors), whereby we agreed to change the name of our company from Eatware
Corporation to another name in exchange for the cancellation of the 12,000,000
shares of common stock of our company then owned by Glory Team Industrial
Limited. Glory Team Industrial Limited is a related party because Glory Team
Industrial was a shareholder of our subsidiary, Starmetro Group Limited, until
May 8, 2006, and a shareholder of our company from May 8, 2006 until these
shares were cancelled pursuant to the agreement referred to, above.

-On March 27, 2007, $231,067 was owed to us by our directors
Ricky Chiu and Eddie Chou pursuant to a prior arrangement. In accordance with an
understanding between us and Ricky Chiu and Eddie Chou, the balance is to be
repaid over 12 months. Since March 28, 2007, $19,198 has been paid to us by
Ricky Chiu and Eddie Chou, and $211,869 remains outstanding on the debt.

Corporate Governance

We currently act with seven (7) directors: Gerald Lau, Eddie
Chou, Edwin Chan, Hilary Chu, Ricky Chiu, Alex Chan and Wong Lai Wah.

Committees of the Board

All proceedings of the board of directors for the year ended
December 31, 2006 were conducted by resolutions consented to in writing by the
board of directors and filed with the minutes of the proceedings of our board of
directors. Our company currently does not have nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the board of directors.

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. The board of directors believes that, given the stage of our
development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our
company does not currently have any specific or minimum criteria for the
election of nominees to the board of directors and we do not have any specific
process or procedure for evaluating such nominees. The board of directors will
assess all candidates, whether submitted by management or shareholders, and make
recommendations for election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our president at
the address appearing on the first page of this prospectus.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an "audit committee financial expert" as defined
in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies
as "independent" as the term is used in Rule 4200(a)(15) of the NASDAQ
Marketplace Rules.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because management
believes that the functions of an audit committee can be adequately performed by
the board of directors. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert" would be
overly costly and burdensome and is not warranted in our circumstances given the
stage of our development and the fact the we have not generated any positive
cash flows from operations to date.

---

- 55 -

|Item 13. | Exhibits.
|-------- | ---------

Exhibits required by Item 601 of Regulation
S-B

|Exhibit |                                                                                                                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                   
|(2)     | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                                                                          
|2.1     | Share exchange agreement dated February 8, 2007 between
      our company, Roots Biopack Group, Good Value Galaxy Limited, Joyful
      Services Ltd., Legend View Holdings Ltd, Erich Muller Holding AG, and
      Eddie Chou and Ricky Chiu (incorporated by reference from our Current
      Report on Form 8-K filed on January 11, 2007).
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                                                                                                                                                          
|3.1     | Articles of Incorporation (incorporated by reference from
      our Current Report on Form 8-K filed on May 9, 2001).                                                                                                                                                                                                                         
|3.2     | Bylaws (incorporated by reference from our Current Report
      on Form 8-K filed on May 9, 2001).                                                                                                                                                                                                                                            
|3.3     | Certificate of Amendment of Articles of Incorporation
      (incorporated by reference from our Current Report on Form 8-K filed on
      May 9, 2001).                                                                                                                                                                                       
|3.4     | Articles of Merger (incorporated by reference from our
      Current Report on Form 8-K filed on May 9, 2001).                                                                                                                                                                                                                                
|3.5     | Certificate of Designation (incorporated by reference
      from our Current Report on Form 8-K filed on May 9, 2001).                                                                                                                                                                                                                        
|3.6     | Articles of Merger filed with the Secretary of State of
      Nevada on November 21, 2006 effective on November 26, 2006 (incorporated
      by reference from our Current Report on Form 8-K filed on November 28,
      2006).                                                                                                              
|3.7     | Articles of Merger filed with the Secretary of State of
      Nevada on February 21, 2007 effective on February 26, 2007 (incorporated
      by reference from our Current Report on Form 8-K filed on February 27,
      2007).                                                                                                              
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                                                            
|10.1    | Technology License and Materials Purchase Agreement with
      Glory Team Industrial Ltd., Starmetro Group Limited dated December 7, 2005
      (incorporated by reference from our quarterly report on Form 10-QSB filed
      on November 20, 2006).                                                                                        
|10.2    | Agreement dated effective November 13, 2006 with Glory
      Team Industrial Ltd. and Eddie Chou S. Hou  (incorporated by
      reference from our Current Report on Form 8-K filed on November 17, 2006).                                                                                                                                    
|10.3    | Share Exchange Agreement dated January 5, 2007 among our
      company, Roots, the Stockholders, Chou and Chiu (incorporated by reference
      from our Current Report on Form 8-K filed on January 10, 2007).                                                                                                                               
|10.4    | Agreement for Transfer of State-Owned Land Usage Right
      (incorporated by reference from our Current Report on Form 8-K filed on
      April 2, 2007)                                                                                                                                                                                     
|10.5    | Factory Leasing Agreement (incorporated by reference from
      our Current Report on Form 8-K filed on April 2, 2007)                                                                                                                                                                                                                        
|10.6    | Factory Leasing Agreement  Translation (incorporated by
      reference from our Current Report on Form 8-K filed on April 2, 2007)                                                                                                                                                                                                          
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                                                
|14.1    | Code of Business Conduct and Ethics (incorporated by
      reference from our Annual Report on Form 10-KSB                                                                                                                                                                                                                                    

---

- 56 -

|      | filed on April 15, 2003).                                                     
|----- | ------------------------------------------------------------------------------
|(21)  | Subsidiaries of the Small Business
      Issuer                               
|      | Roots Biopack Group                                                           
|      | Roots Biopack Limited                                                         
|      | Roots Biopack (Intellectual
      Property) Limited                           
|      | Expert Result Group Limited                                                   
|      | Roots Biopack Limited                                                         
|      | Jiangmen Roots Biopack Ltd.                                                   
|      | Eglinton Group Limited                                                        
|      | Starmetro Group Limited                                                       
|      | E-ware Corporation Limited                                                    
|      | Bioplanet Distribution Sdn Bhd                                                
|(31)  | Rule 13a-14(a)/15d-14(a)
      Certifications                                 
|31.1* | Section 302 Certification
      under Sarbanes-Oxley Act of 2002 of Gerald Lau
|31.2* | Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Eddie Chou
|(32)  | Section 1350 Certifications                                                   
|32.1* | Section
      906 Certification under Sarbanes-Oxley Act of 2002              

* Filed herewith

|Item 14. | Principal Accountants Fees and Services
|-------- | ---------------------------------------

Audit Fees

For the fiscal years ended December 31, 2006 and 2005, the
aggregate fees billed by Gruber & Company, LLC for professional services
rendered for the audit of our annual consolidated financial statements included
in our annual report on Form 10-KSB were $10,500 and $10,500, respectively.

Audit Related Fees

For the fiscal years ended December 31, 2006 and 2005, the
aggregate fees billed for assurance and related services by Gruber &
Company, LLC relating to the performance of the audit of our financial
statements which are not reported under the caption "Audit Fees" above, was
$4,750 and $0, respectively.

Tax Fees

For the fiscal years ended December 31, 2006 and 2005, the
aggregate fees billed by Gruber & Company, LLC for other non-audit
professional services, other than those services listed above, totalled $0 and
$0, respectively.

We do not use Gruber & Company, LLC for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial

---

- 57 -

statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage Gruber & Company, LLC to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Gruber & Company, LLC is engaged by
us to render any auditing or permitted non-audit related service, the engagement
be:

- approved by our audit committee (which consists of our entire board of
  directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by Gruber & Company, LLC and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
Gruber & Company, LLC's independence.

---

- 58 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|BIOOPACK ENVIRONMENTAL SOLUTIONS INC.                                |                 
|-------------------------------------------------------------------- | ----------------
|                                                                     |                 
|By:                                                                  | */s/ Gerald Lau*
|Gerald Lau                                                           |                 
|President, Chief Executive Officer and Director                      |                 
|(Principal Executive Officer)                                        |                 
|Date: April 16, 2007                                                 |                 
|                                                                     |                 
|By:                                                                  | */s/ Eddie Chou*
|Eddie Chou                                                           |                 
|Principal Financial Officer, Chief Technology Officer,               |                 
|Secretary, Treasurer and Director                                    |                 
|(Principal Financial Officer and Principal Accounting
      Officer) |                 
|Date: April 16, 2007                                                 |                 

Pursuant to 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.

|By:                                                                  | */s/ Gerald Lau*  | 
|-------------------------------------------------------------------- | ----------------- | 
|Gerald Lau                                                           |                  
|President, Chief Executive Officer and Director                      |                  
|Principal Executive Officer)                                         |                  
|Date: April 16, 2007                                                 |                  
|                                                                     |                  
|By:                                                                  | */s/ Eddie Chou*  | 
|Eddie Chou                                                           |                  
|Principal Financial Officer, Chief Technology Officer,               |                  
|Secretary, Treasurer and Director                                    |                  
|(Principal Financial Officer and Principal Accounting
      Officer) |                  
|Date: April 16, 2007                                                 |                  
|                                                                     |                  
|By:                                                                  | */s/ Ricky Chiu*  | 
|Ricky Chiu                                                           |                  
|Director                                                             |                  
|Date: April 16, 2007                                                 |                  
|                                                                     |                  
|By:                                                                  | */s/ Hillary Chu* | 
|Hillary Chu                                                          |                  
|Director                                                             |                  
|Date: April 16, 2007                                                 |                  
|                                                                     |                  
|By:                                                                  | */s/ Edwin Chan*  | 
|Edwin Chan                                                           |                  
|Director                                                             |                  
|Date: April 16, 2007                                                 |                  

---