UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON, D.C.
      20549




FORM 10-Q




þ
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**
              For
                the quarterly period ended**September
                30, 2007**




OR




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**
              For
                the transition period from___________to
                ___________.




**Commission
      file number** : **000-1321559**




**Jpak
        Group, Inc.**


(Exact
      name of Registrant as specified in its charter)









**Nevada**
            
            **20-1977020**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                Number)




**15
                  Xinghua Road**
                **Qingdao,
                  Shandong Province**
                **People’s
                  Republic of China**
              
              **266401**(Address
                    of Principal Executive Offices)
              
              (ZIP
                    Code)


**(86-532)
      84616387**


(Registrant’s
      telephone number,


including
      area code)





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




Yes x No o




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




Large
      accelerated filer o Accelerated
      Filer o Non-accelerated
      filer x




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




Yes o No x




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




At
      November 13, 2007, there were 24,505,000 shares of the issuer's common stock,
      par value $.0001 per share, outstanding. The issuer also has 5,608,564 shares
      of
      Series A Preferred Stock, per value $.0001 per share, outstanding, which shares
      are convertible into on aggregate of 11,217,128 shares of common
      stock.







JPAK
      GROUP, INC.





INDEX





**Page**
              **Number**PART
                I - FINANCIAL INFORMATIONItem
                1.
            
            Financial
                StatementsCondensed
                Consolidated Balance SheetsSeptember
                30, 2007 (unaudited) and June 30, 2007
            
            3Condensed
                Consolidated Statements of Operations (unaudited)Three
                months ended September 30, 2007 and 2006
            
            4Condensed
                Consolidated Statements of Cash Flows (unaudited)Three
                months ended September 30, 2007 and 2006
            
            5Notes
                to Condensed Consolidated Financial Statements
            
            6Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            10Item
                3.
            
            Quantitative
                and Qualitative Disclosure About Market Risks
            
            15Item
                4.
            
            Controls
                and Procedures
            
            15PART
                II - OTHER INFORMATIONItem
                1.
            
            Legal
                Proceedings
            
            16Item
                1.A
            
            Risk
                Factors
            
            16Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            27Item
                3.
            
            Defaults
                Upon Senior Securities
            
            27Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            27Item
                5.
            
            Other
                Information
            
            27Item
                6.
            
            Exhibits
            
            27





2




**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**JPAK
      GROUP, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**(UNAUDITED)**




**ASSETS****September
                30,**
            
            **June
                30,****2007**
            
            **2007****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            2,189,799
            
            $
            4,938,200Restricted
                cash for trade notes repayment
            
            
            1,298,941
            
            
            -Account
                receivables, net of allowance $39,507
            
            
            7,613,343
            
            
            8,583,396Inventory
            
            
            2,544,263
            
            
            3,393,896Prepaid
                expenses and other current assets
            
            
            75,584
            
            
            772,792Deferred
                financing costs, net
            
            
            -
            
            
            405,072**Total
                Current Assets**
            
            
            **13,721,930**
            
            
            **18,093,356****PROPERTY
                AND EQUIPMENT, NET**
            
            
            **8,164,227**
            
            
            **7,935,920****GOODWILL**
            
            
            **1,017,245**
            
            
            **953,283****Total
                Assets**
            
            **$**
            **22,903,402**
            
            **$**
            **26,982,559****LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            2,041,290
            
            $
            4,634,457Trade
                notes payable
            
            
            533,600
            
            
            526,000Convertible
                notes
            
            
            -
            
            
            5,500,000Short-term
                bank loans
            
            
            4,002,000
            
            
            4,812,900Other
                payables
            
            
            16,668
            
            
            65,378**Total
                Current Liabilities**
            
            
            **6,593,558**
            
            
            **15,538,735****LONG-TERM
                DEBT**
            
            
            **1,834,350**
            
            
            **2,008,893****MINORITY
                INTEREST**
            
            
            **-**
            
            
            **800,039****STOCKHOLDERS’
                EQUITY**Series
                A convertible preferred stock, $0.0001 par value, 5,608,564shares
                authorized,5,608,564 shares issued and outstanding
            
            
            561
            
            
            -Common
                stock, $0.001 par value, 300,000,000 shares authorized24,505,000
                shares issued and outstanding
            
            
            24,505
            
            
            24,505Additional
                paid-in capital
            
            
            10,577,424
            
            
            5,885,595Retained
                earnings
            
            
            2,683,185
            
            
            1,815,309Statutory
                reserves
            
            
            371,364
            
            
            371,364Accumulated
                other comprehensive income
            
            
            818,455
            
            
            538,119**Total
                Stockholders’ Equity**
            
            
            **14,475,494**
            
            
            **8,634,892****Total
                Liabilities and Stockholders’ Equity**
            
            **$**
            **22,903,402**
            
            **$**
            **26,982,559**




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





3




**JPAK
      GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**AND
      COMPREHENSIVE INCOME**





**(UNAUDITED)**




**Three
                months ended September 30,****2007**
            
            **2006****REVENUE**
            
            **$**
            **9,304,248**
            
            **$**
            **7,676,485****COST
                OF SALES**
            
            
            **6,987,181**
            
            
            **5,883,956****GROSS
                PROFIT**
            
            
            **2,317,067**
            
            
            **1,792,529****EXPENSES**Selling,
                general and administrative
            
            
            1,351,533
            
            
            1,060,180Depreciation
                expense
            
            
            18,813
            
            
            12,105**Total
                Expenses**
            
            
            **1,370,346**
            
            
            **1,072,285****INCOME
                FROM OPERATIONS**
            
            
            **946,721**
            
            
            **720,244****OTHER
                INCOME (EXPENSES)**Interest
                income
            
            
            24,182
            
            
            22,074Interest
                expense
            
            
            (113,189
            )
            
            (110,156
            )Other
                income (expense), net
            
            
            10,163
            
            
            (8,632
            )**Total
                Other Income (Expenses)**
            
            
            **(78,844**
            **)**
            
            **(96,714**
            **)****INCOME
                BEFORE PROVISION FOR INCOME TAX**
            
            
            **867,877**
            
            
            **623,530****PROVISION
                FOR INCOME TAX**
            
            
            **-**
            
            
            **89,975****NET
                INCOME**
            
            
            **867,877**
            
            
            **533,555****OTHER
                COMPREHENSIVE INCOME (LOSS)**Foreign
                currency translation adjustment
            
            
            280,336
            
            
            (10,225
            )**COMPREHENSIVE
                INCOME**
            
            **$**
            **1,148,213**
            
            **$**
            **523,330****BASIC
                EARNINGS PER SHARE**
            
            **$**
            **.04**
            
            **$**
            **.02****DILUTED
                EARNINGS PER SHARE**
            
            **$**
            **.02**
            
            **$**
            **.02****WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES****OUTSTANDING****BASIC**
            
            
            **24,505,000**
            
            
            **24,505,000****DILUTED**
            
            
            **46,971,193**
            
            
            **24,505,000**





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





4




**JPAK
      GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**(UNAUDITED)**





**Three
                months ended September 30,****2007**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                Income
            
            $
            867,877
            
            $
            533,555Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Depreciation
                and amortization
            
            
            271,377
            
            
            168,288Loss
                on disposal of fixed assets
            
            
            -
            
            
            66,682Changes
                in assets and liabilities:Restricted
                cash
            
            
            (1,289,788
            )
            
            (410,240
            )Account
                receivables
            
            
            1,086,362
            
            
            2,582,172Inventory
            
            
            892,338
            
            
            (969,124
            )Prepaid
                expenses
            
            
            698,464
            
            
            43,637Accounts
                payable and accrued expenses
            
            
            (2,640,752
            )
            
            (1,258,904
            )Other
                payables
            
            
            (49,304
            )
            
            -Income
                tax payable
            
            
            -
            
            
            (98,877
            )**Total
                Adjustments**
            
            
            **(1,031,303**
            **)**
            
            **123,634****Net
                Cash Provided By (Used In) Operating Activities**
            
            
            **(163,426**
            **)**
            
            **657,189****CASH
                FLOWS FROM INVESTING ACTIVITIES**Acquisition
                of property and equipment
            
            
            (334,385
            )
            
            (2,082,178
            )Disposal
                of fixed assets
            
            
            -
            
            
            1,029,368Acquisition
                of Qingdao’s equity
            
            
            (864,000
            )
            
            -**Net
                Cash Used In Investing Activities**
            
            
            **(1,198,385**
            **)**
            
            **(1,052,810**
            **)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Trade
                note payable
            
            
            -
            
            
            470,952Capital
                reduction
            
            
            (452,463
            )
            
            -Repayment
                of other loans
            
            
            -
            
            
            (46,836
            )Repayment
                of bank loan
            
            
            (1,076,370
            )
            
            (177,256
            )**Net
                Cash Provided By (Used In) Financing Activities**
            
            
            **(1,528,833**
            **)**
            
            **246,860****EFFECT
                OF FOREIGN CURRENCY TRANSLATION ON CASH**
            
            
            **142,243**
            
            
            **14,102****NET
                DECREASE IN CASH AND CASH EQUIVALENTS**
            
            
            **(2,748,401**
            **)**
            
            **(134,659**
            **)****CASH
                AND CASH EQUIVALENTS AT BEGINNING OF YEAR**
            
            
            **4,938,200**
            
            
            **1,289,995****CASH
                AND CASH EQUIVALENTS AT END OF YEAR**
            
            **$**
            **2,189,799**
            
            **$**
            **1,155,336**




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




5




**JPAK
      GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**(UNAUDITED)**





**NOTE
      1 - ORGANIZATION AND NATURE OF BUSINESS**





JPAK
      Group Co., Ltd. is a Cayman Islands based holding company incorporated on June
      22, 2006 Jpak (Cayman). In September 2006, Jpak (Cayman) acquired a 100%
      interest in Grand International Industrial Ltd. which was incorporated on August
      4, 2006, in the city of Hong Kong, the People’s Republic of China. In August
      2006, Grand International acquired an 88.23% interest in Qingdao Renmin Printing
      Co., Ltd., (“Qingdao Renmin”) which was incorporated in May 2001 in the city of
      Qingdao, the People’s Republic of China. In July 2007, Grand International
      acquired the remaining 11.77% interest in Qingdao Renmin. In August 2007, we
      acquired all of the outstanding shares of capital stock of Jpak (Cayman). The
      share exchange has been accounted for as a reverse acquisition under the
      purchase method of accounting for business combinations in accordance with
      generally accepted accounting principles in the United States of America, or
      “U.S. GAAP.” Reported results of operations of the combined group reflect Jpak’s
      operations.





The
      consolidated financial statements reflect all predecessor statements of income
      and cash flow activities from the inception of Qingdao Renmin in August 2006.
      Qingdao Renmin’s primary business is to print and produce packaging products for
      sale to the beverage and other industries.





**NOTE
      2 - INTERIM FINANCIAL STATEMENTS**





These
      interim financial statements should be read in conjunction with the audited
      financial statements for the fiscal years ended June 30, 2007 and 2006, as
      not
      all disclosures required by generally accepted accounting principles for annual
      financial statements are presented. The interim financial statements follow
      the
      same accounting policies and methods of computations as the audited financial
      statements for the fiscal years ended June 30, 2007 and 2006 included in our
      Registration Statement on Form S-1 filed with the Securities and Exchange
      Commission.





**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





The
      accompanying un-audited financial statements have been prepared in accordance
      with generally accepted accounting principles (GAAP) applicable to interim
      financial information and with the requirements of Form 10-Q and Rule 10-01
      of
      Regulation S-X of the Securities and Exchange Commission. Accordingly, they
      do
      not include all of the information and footnotes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. Interim results are not necessarily indicative of results
      for a full year. In the opinion of management, all adjustments considered
      necessary for a fair presentation of the financial position and the results
      of
      operations and cash flows for the interim periods have been included.





**EARNINGS
      PER SHARE**





The
      Company presents earnings per share on a basic and diluted basis. Basic earnings
      per share has been computed by dividing net earnings by the weighted average
      number of shares outstanding. Diluted earnings per share has been computed
      by
      dividing net earnings by the weighted average number of shares outstanding
      including the dilutive effect of equity securities. All share and per share
      data
      have been adjusted to reflect the recapitalization of the Company after the
      share exchange agreement with Rx Staffing.





**Three
                Months Ended September 30, 2007****Net
                Income**
            
            **Shares**
            
            **Per
                Share**Basic
                EPS
            
            $
            867,877
            
            
            24,505,000
            
            $
            0.04Effect
                of dilutive securities
            
            
            -
            
            
            22,466,193
            
            
            (0.02
            )Diluted
                EPS
            
            $
            867,877
            
            
            46,971,193
            
            $
            0.02






**Three
                Months Ended September 30, 2006****Net
                Income**
            
            **Shares**
            
            **Per
                Share**Basic
                EPS
            
            $
            533,555
            
            
            24,505,000
            
            $
            0.02Effect
                of dilutive securities
            
            
            -
            
            
            -
            
            
            -Diluted
                EPS
            
            $
            533,555
            
            
            24,505,000
            
            $
            0.02




6




**JPAK
      GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**(UNAUDITED)**





**NOTE
      4 - INVENTORY**





Inventory
      at September 30, 2007 and June 30, 2007 consisted of the following:





**September
                30,**
            
            **June
                30,****2007**
            
            **2007**Finished
                products
            
            $
            407,318
            
            $
            571,357Raw
                materials
            
            
            2,077,938
            
            
            2,206,420Parts
                and supplies
            
            
            56,921
            
            
            41,280Work
                in process
            
            
            2,086
            
            
            574,839Total
            
            $
            2,544,263
            
            $
            3,393,896





**NOTE
      5 - DEFERRED FINANCING COSTS**





Costs
      related to obtaining the convertible notes in May 2007 by Jpak (Cayman) are
      capitalized and amortized over the term of the related debt using the
      straight-line method, which is 12 months. The remaining balance was allocated
      to
      issuance costs and netted with additional paid-in capital as the note was
      converted in August 2007 per Note 8. Deferred financing costs at September
      30,
      2007 and June 30, 2007 were as follows:





**September
                30,**
            
            **June
                30,****2007**
            
            **2007**Deferred
                financing costs
            
            $
            460,017
            
            $
            460,017Less:
                Accumulated amortization
            
            
            104,780
            
            
            54,945Issuance
                costs
            
            
            355,237
            
            
            -Net
                deferred financing costs
            
            $
            -
            
            $
            405,072





Amortization
      of deferred financing costs charged to operations for the quarters ending
      September 30, 2007 and September 30, 2006 was $49,835 and $-0-,
      respectively.





**NOTE
      6 - PROPERTY AND EQUIPMENT**





Property
      and equipment at September 30, 2007 and June 30, 2007 consisted of the
      following:





**September
                30,**
            
            **June
                30,****2007**
            
            **2007**Buildings
            
            $
            3,533,677
            
            $
            3,533,677Machinery
                and equipment
            
            
            10,378,749
            
            
            9,848,634Subtotal
            
            $
            13,912,426
            
            
            13,382,311Less:
                Accumulated depreciation
            
            
            5,748,199
            
            
            5,446,391Total
            
            $
            8,164,227
            
            $
            7,935,920




Depreciation
      expense for the quarters ending September 30, 2007 and September 30, 2006 was
      $221,543 and $168,288, respectively.





**NOTE
      7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES**





The
      carrying value of accounts payable and accrued expenses approximate fair value
      due to the short-term nature of the obligations. As of September 30, 2007,
      accounts payable and accrued expenses were $1,572,448 and 468,842, respectively.
      As of June 30 2007, accounts payable and accrued expenses were $4,066,655 and
      567,802, respectively.




7





**JPAK
      GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      8 - CONVERSION OF CONVERTIBLE NOTES**




In
      August
      9, 2007, the convertible notes issued by Jpak (Cayman) in May 2007 converted
      to
      following items: (i) 5,608,564 shares of the Company’s Series A Convertible
      Preferred Stock, par value $.0001 per share (the “Preferred Stock”), which
      shares are convertible into an aggregate of 11,217,128 shares of Common Stock,
      (ii) Class A Warrants to purchase an aggregate of 5,500,000 shares of Common
      Stock (subject to adjustment) at an exercise price of $.60 per share until
      August 2011 (the “Class A Warrants”), (iii) Class B Warrants to purchase an
      aggregate of 5,500,000 shares of Common Stock (subject to adjustment) at an
      exercise price of $.70 per share until August 2011 (the “Class B Warrants”) and
      (iv) Class J Warrants to purchase (a) an aggregate of 5,000,000 shares of Series
      B Preferred Stock, which preferred stock shall contain the same terms as the
      Series A Preferred Stock (other than conversion price), which shares will be
      convertible into 8,333,333 shares of the Company’s Common Stock, (b) Class C
      Warrants to purchase an aggregate of 4,166,667 shares of Common Stock (subject
      to adjustment) at an exercise price of $.72 per share (the “Class C Warrants”)
      and (c) Class D Warrants to purchase an aggregate of 4,166,667 shares of Common
      Stock (subject to adjustment) at an exercise price of $.84 per share (the “Class
      D Warrants” and together with the Class A Warrants, Class B Warrants and Class C
      Warrants, the “Warrants”). The Class J Warrants shall only be exercisable until
      90 days following the effective date of a registration statement registering
      for
      sale the shares of common stock underlying the securities issued in August
      2007.





**NOTE
      9 - SHORT-TERM BANK**  **LOANS**





Short-term
      bank loans at September 30, 2007 consisted of the following:




On
                February 2nd,
                2007, the Company obtained a loan from China Industrialand
                Commercial Bank, of which the principal is to be paid in full by
                February11th2008, The interest is to be calculated using an annual fixed interest
                rate
                of6.732%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            667,000On
                April 10th,
                2007 the Company obtained a loan from China Industrialand
                Commercial Bank, of which the principal is to be paid in full by
                April
                9th2008.
                The interest is to be calculated using an annual fixed interest rate
                of7.029%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            800,400On
                February 12th2007, the Company obtained a loan from Qingdao CityCommercial
                Bank, of which the principal is to be paid in full by February
                11th2008.
                The interest is to be calculated using an annual fixed interest rate
                of6.732%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            2,134,400On
                May 25th2007, the Company obtained a loan from China Merchant Bank,of
                which the principal is to be paid in full by May 25th2008. The interest isto
                be calculated using an annual fixed interest rate of 6.57% and paid
                monthly.The
                loan is secured by the Company's equipment.
            
            $
            400,200Total
                short-term bank loans
            
            $
            4,002,000





Short-term
      bank loans on June 30, 2007 consisted of the following:





On
                September 7th2006, the Company obtained a loan from China Industrialand
                Commercial Bank, of which the principal is to be paid in full by
                August27th,
                2008. The interest is to be calculated using an annual fixed interest
                rate
                of6.732%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            867,900On
                February 2nd,
                2007, the Company obtained a loan from China Industrialand
                Commercial Bank, of which the principal is to be paid in full by
                February11th2008, The interest is to be calculated using an annual fixed interest
                rate
                of6.732%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            657,500




8




**JPAK
      GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      9 - SHORT TERM BANK**  **LOANS** (continued):





On
                April 10th,
                2007 the Company obtained a loan from China Industrialand
                Commercial Bank, of which the principal is to be paid in full by
                April
                9th2008.
                The interest is to be calculated using an annual fixed interest rate
                of7.029%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            789,000On
                February 12th2007, the Company obtained a loan from Qingdao CityCommercial
                Bank, of which the principal is to be paid in full by February
                11th2008.
                The interest is to be calculated using an annual fixed interest rate
                of6.732%
                and paid monthly. The loan is secured by the Company's
                equipment.
            
            $
            2,104,000On
                May 25th2007, the Company obtained a loan from China Merchant Bank,of
                which the principal is to be paid in full by May 25th2008. The interest isto
                be calculated using an annual fixed interest rate of 6.57% and paid
                monthly.The
                loan is secured by the company's equipment.
            
            $
            394,500Total
                short-term bank loans
            
            $
            4,812,900





**NOTE
      10 - LONG-TERM DEBT**





As
      of
      September 30, 2007 and June 30, 2007, the Company had long-term debt of
      $1,834,350 and $2,008,893 outstanding, respectively. These loans represent
      borrowings from employees at an annual interest rate of 10%. Interest payments
      are made semi-annually with no principal payments due until the end of the
      two
      year period.





**NOTE
      11 - RISK FACTORS**





In
      the
      three months ended September 30, 2007, five customers accounted for
      approximately 66.8% of the Company’s sales, five vendors accounted for
      approximately 84% of the Company’s purchases.





The
      Company's operations are carried out in the PRC. Accordingly, the Company's
      business, financial condition and results of operations may be influenced by
      the
      political, economic and legal environments in the PRC as well as by the general
      state of the PRC’s economy. The Company's business may be influenced by changes
      in governmental policies with respect to laws and regulations, anti-inflationary
      measures, currency conversion and remittance abroad, and rates and methods
      of
      taxation, among other things.





**NOTE
      12 - CONCENTRATIONS OF CREDIT RISK**





Financial
      instruments which potentially subject the Company to credit risk consist
      principally of cash on deposit with financial institutions of $ 2,189,799.





**NOTE
      13 - SUPPLEMENTAL CASH FLOW DISCLOSURES**





**Three
                Months Ended September 30,**2007
            
            2006Cash
                paid for interest
            
            $
            113,189
            
            $
            119,357Cash
                paid for income taxes
            
            
            -
            
            $
            102,631





9




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





*We
      did not conduct any operations during periods up through the date of the share
      exchange (the “Share Exchange”) which was completed in August 2007 pursuant to
      which we acquired all of the outstanding shares of capital stock of Jpak Group
      Co., Ltd., an exempted company organized under the laws of the Cayman Islands
      (“Jpak”).* *The
      Share Exchange has been accounted for as a reverse acquisition under the
      purchase method of accounting for business combinations in accordance with
      generally accepted accounting principles in the United States of America, or
      “U.S. GAAP.” Reported results of operations of the combined group reflect Jpak’s
      operations. As a result,* *we
      have included elsewhere in this Quarterly Report on Form 10-Q the consolidated
      financial statements of Jpak, our subsidiary which indirectly owns Qingdao
      Renmin Printing Co., Ltd. our operating subsidiary (“Qingdao Renmin”). Jpak owns
      100% equity interest in Qingdao Renmin through its wholly owned subsidiary
      Grand
      International Industrial Limited, a company organized under the laws of Hong
      Kong (“Grand International”).*





*The
      following discussion and analysis of our financial condition and result of
      operations contains forward-looking statements and involves numerous risks
      and
      uncertainties, including, but not limited to, those described in the "Risk
      Factors" section of this Quarterly Report on Form 10-Q and in the other reports
      we file with the Securities and Exchange Commission. Actual results may differ
      materially from those contained in any forward-looking statements.*





*The
      following discussion and analysis of our financial condition and result of
      operations should be read in conjunction with our condensed consolidated
      financial statements and related notes appearing elsewhere in this Quarterly
      Report on Form 10-Q.*





**Overview**





We
      are
      engaged primarily in the development, manufacture, and distribution of aseptic
      liquid food and beverage cartons for milk, fruit juices, soy milk, yogurt
      drinks, iced tea, coffee, sauces and other liquid foods and beverages in China.
      Since 2004, we have started and focused on the research and development, and
      we
      believe we are the largest and leading domestic supplier of aseptic liquid
      food
      and beverage cartons in China. Our business is primarily in China, but we have
      recently begun contract manufacturing products for export primarily to Southeast
      Asia.





Our
      growth strategy consists of consolidating our market leader position among
      domestic liquid food and beverage aseptic carton suppliers and to pursue
      expansion in the China market as well as selective Asian and Middle Eastern
      markets. We intend to achieve our goal by pursuing the following
      strategies:




·
            Increasing
                output to further penetrate the China market;


·
            Offering
                bundled packaging materials and filling machines;


·
            Increasing
                sales to selective Asian and other markets;
                and


·
              Establishing
                    brand names and brand awareness.


***Company
      History***





Jpak
      commenced operations in China in 1958 as a state-owned, traditional printing
      and
      packaging company. Management completed the buyout of 88.23% of the state-owned
      equity interest in 2004, and in the same year started the development of aseptic
      liquid food and beverage cartons which was launched in the China market in
      2005.





On
      June,
      22, 2006, Jpak was incorporated in the Cayman Islands as Winner Dragon Limited.
      Winner Dragon Limited was renamed Jpak Group Co., Ltd. on September 18, 2006.
      Additionally, during September 2006, Jpak completed the acquisition of 88.23%
      of
      the equity interest in Qingdao Renmin, a company located in Qingdao, Shandong
      Province of the People’s Republic of China, through Grand International, the
      100% owned subsidiary of Jpak. Currently, substantially, all of our operations
      are conducted in China through Qingdao Renmin.




10




In
      July
      2007, Grand International completed the acquisition of the remaining 11.77%
      of
      the state-owned equity interest and now owns 100% of the equity interest of
      Qingdao Renmin.





In
      August
      2007, we acquired all of the outstanding capital stock of Jpak.





**Results
      of Operations**





The
      following table shows the results of operations of our business.





***Comparison
      of the Three Months Ended September 30, 2007 and 2006*******





**Three
                Months Ended September 30**
            
            **2007**
            
            **2006**Sales
            
            $
            9,304,248
            
            $
            7,676,485Cost
                of sales
            
            $
            6,987,181
            
            $
            5,883,956Selling,
                general and administrative expenses
            
            $
            1,370,346
            
            $
            1,072,285Other
                income (expense)
            
            $
            (78,844
            )
            $
            (96,714
            )Income
                taxes
            
            $
            -
            
            $
            89,975Net
                income
            
            $
            867,877
            
            $
            533,555Foreign
                currency translation adjustment
            
            $
            280,336
            
            $
            (10,225
            )Comprehensive
                income
            
            $
            1,148,213
            
            $
            523,330




**Sales** .
      Total
      sales were approximately US$9.3 million for the three months ended September
      30,
      2007 as compared to approximately US$7.7 million for the three months ended
      September, 2006, an increase of approximately US$1.6 million, or 20.8%. The
      increase resulted from increased sale of our products and services to numerous
      new customers in 2007.





**Cost
      of Sales** .
      Cost of
      sales for the 3 months ended September 30, 2007 was approximately US$7.0
      million, or 75.1% of sales, as compared to US$5.9 million, or 76.6% of sales,
      for the 3 months ended September 30, 2006. Our cost of sales are primarily
      composed of the costs of direct raw materials (mainly paper materials,
      polyethylene materials, aluminum materials, printing materials), labor,
      depreciation and amortization of manufacturing equipment and facilities, and
      other overhead. The slight decrease of cost of sales to sales % was primarily
      due to a slight decrease in prices of direct raw materials.




**Selling,
      general and administrative expenses** .
      Selling, general and administrative expenses were approximately US$1.4 million
      for the three months ended September 30, 2007 as compared to approximately
      US$1.1 million for the three months ended September 30, 2006, an increase of
      approximately US$0.3 million, or 27.8%. The increase was mainly due to an
      increase in our sales force, sales related marketing activities and support
      staff. Selling expenses primarily consist of advertising, promotional and other
      sales and marketing expenses, salaries, commissions, and benefits for our sales
      and marketing personnel. We expect that our selling expenses will increase
      in
      absolute terms in the near term as we increase our sales efforts, expansion
      of
      the markets to more markets, hire additional sales personnel, and initiate
      additional marketing programs. We also expect to incur additional general and
      administrative expenses as a result of being listed as a public company in
      the
      United States.





**Net
      income** .
      Net
      income was approximately US$0.9 million for three months ended September 30,
      2007 as compared to net income of approximately US$0.5 million for the three
      months ended September 30, 2006, an increase of US$334,000. The increase in
      net
      income was primarily due to increase of sales during the period.




Our
      reporting currency is the US dollar. Our local currency, Renminbi (RMB), is
      our
      functional currency. Results of operations and cash flow are translated at
      average exchange rates during the period, and assets and liabilities are
      translated at the unified exchange rate as quoted by the People’s Bank of China
      at the end of the period. Translation adjustments resulting from this process
      are included in accumulated other comprehensive income in the statement of
      shareholders’ equity. Transaction gains and losses that arise from exchange rate
      fluctuations on transactions denominated in a currency other than the functional
      currency are included in the results of operations as incurred.




11




Currency
      translation adjustments resulting from this process are included in accumulated
      other comprehensive income in the consolidated statement of shareholders' equity
      and amounted to gain of US$ 280,000 as of September 30, 2007 as compared to
      loss
      of US$10,000 as of September 30, 2006. The balance sheet amounts with the
      exception of equity at September 30, 2007 were translated at 7.51760 RMB to
      1.00
      US dollar as compared to RMB7.91680 at September 30, 2006. The equity accounts
      were stated at their historical rate. The average translation rates applied
      to
      income statement accounts for the 3 months ended September 30, 2007, and
      September 30, 2006 were RMB7.56906 and RMB7.97711, respectively.





The
      comprehensive income, which adds the currency adjustment to net income, was
      US$1.1 million for the three months ended September 30, 2007 as compared to
      US$0.5 million for the three months ended September 30, 2006, an increase of
      $0.6 million. The increase was primarily due to increase of foreign currency
      translation adjustment US$0.3 million. There was an appreciation of RMB to
      US$
      during the three months ended September 30, 2007 as compared to that of 2006.





**Income
      Taxes**





We
      are
      not subject to any income taxes in the United States or the Cayman Islands.
      Under the Interim Regulations of the People's Republic of China on Enterprises
      Income Tax effective from January 1, 1994 to December 31, 2007 and the Income
      Tax Law of the People's Republic of China for Foreign Investment Enterprises
      and
      Foreign Enterprises effective from July 1, 1991 to December 31, 2007, a company
      is generally subject to an income tax at an effective rate of 33% (30% state
      income taxes plus 3% local income taxes) on income reported in the statutory
      financial statements after appropriate tax adjustments with the following “tax
      holidays”: If the enterprise is a manufacturing related joint venture with a
      foreign enterprise or a wholly owned subsidiary of a foreign enterprise, with
      an
      operation of 10 years or more, it enjoys a two-year income tax exemption from
      the year that it is profitable and a 50% income tax reduction for the following
      three years ( the “2-3 tax holiday”).





Our
      subsidiary, Qingdao Renmin has been a domestic limited liability company since
      May 24, 2001 and has been subject to an income tax at an effective rate of
      33%.
      However, since September 7, 2006, as a result of our acquisition, Qingdao Renmin
      is now a foreign investment enterprise and started to enjoy the 2-3 tax
      holidays.





On
      March
      16, 2007, the PRC promulgated a new income tax law for enterprises that will
      become effective on January 1, 2008. Under the new income tax law, a company
      incorporated in the PRC will be generally subject to an income tax at an
      effective rate of 25%. In accordance with the new tax law, Qingao Renmin may
      continue to enjoy the 2-3 tax holidays that it currently enjoys as a foreign
      investment enterprise subject to the regulations to be promulgated by the State
      Council of the PRC.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007, we had working capital totaling approximately US$7.1
      million, including cash and cash equivalents of US$2.2 million.





Net
      cash
      used in operating activities was US$163,000 for the three months ended September
      30, 2007. This net cash used was primarily due to reduction of accounts payable
      offsetting with decrease of account receivables and the net income generated
      during the three months ended September 2007. Net cash provided US$657,000
      for
      the three months ended September 30, 2006 was primarily related to decrease
      of
      account receivables offsetting with reduction of accounts payables and inventory
      increase.





Net
      cash
      used in investing activities for the three months ended September 30, 2007
      totaled US$1.2 million and related primarily to the purchase of property and
      equipment and the acquisition of the outstanding equity of Qindao Renmin not
      owned by us. Net cash used in investing activities for the three months ended
      September 30, 2006 totaled US$1.1 million was related to the purchase of
      property and equipment offsetting with the sales proceeds of some obsolete
      machines.




Net
      cash
      used in financing activities for the three months ended September 30, 2007
      was
      US$1.5 million and related primarily to repayment of some of the bank loans.
      Net
      cash provided in financing activities for the three months ended September
      30,
      2006 totaled US$247,000 and related mainly to the increase of trade note
      payable.




12




We
      have
      entered into several loan agreements with our primary lenders, Industrial and
      Commercial Bank of China and Qingdao City Commercial Bank, under which we have
      term loans. As of September 30, 2007, we had and aggregate principal amount
      of
      US$4.0 million outstanding under the loan agreements, which amounts mature
      from
      February 2008 to May 2008 and accrue interest at a rate from 7.029% per annum
      to
      6.57% per annum. The loan agreements contain customary affirmative and negative
      covenants. As of September 30, 2007, we were in material compliance with the
      terms of our loan agreements.





On
      August
      9, 2007, we became a party to that certain Note Purchase Agreement (the “NPA”)
      by and among Jpak, Grand International Industrial Limited, a company organized
      under the laws of Hong Kong (“Grand International”) and the investors named
      therein (collectively, the “Investors”). The NPA was originally entered into in
      May 2007 pursuant to which Jpak issued Convertible Promissory Notes in the
      aggregate principal amount of US$5.5 million (the “Financing”) to the Investors
      (the “Notes”). As a result of the Share Exchange, under the terms of the NPA and
      the Notes, the Notes have been converted into (i) 5,608,564 shares of our Series
      A Convertible Preferred Stocks, par value $.001 per share (the “Preferred
      Stock”), which shares are convertible into an aggregate of 11,217,128 shares of
      common stock, (ii) Series A Warrants to purchase an aggregate of 5,500,000
      shares of common stock (subject to adjustment) at an exercise price of US$.60
      per share until August 2011 (the “Series A Warrants”), (iii) Series B Warrants
      to purchase an aggregate of 5,500,000 shares of common stock (subject to
      adjustment) at an exercise price of US$.70 per share until August 2011 (the
      “Series B Warrants”) and (iv) Series J Warrants to purchase (a) an aggregate of
      5,000,000 shares of Series B Preferred Stock, which preferred stock shall
      contain the same terms as the Series A Preferred Stock (other than conversion
      price), which shares will be convertible into 8,333,333 shares of our common
      stock, (b) Series C Warrants to purchase an aggregate of 4,166,667 shares of
      common stock (subject to adjustment) at an exercise price of US$.72 per share
      (the “Series C Warrants”) and (c) Series D Warrants to purchase an aggregate of
      4,166,667 shares of common stock (subject to adjustment) at an exercise price
      of
      US$.84 per share (the “Series D Warrants”). The Series J Warrants shall be
      exercisable at an exercise price of US$1.00 per warrant and shall only be
      exercisable until 90 days following the effective date of the registration
      statement of which this prospectus forms a part. In connection with the
      Financing, we also granted warrants to purchase 990,000 shares of common stock
      with an exercise price of US$.50 per share to the placement agent in the
      Financing. These warrants have the same terms as the Series A and Series B
      Warrants, except that they contain a “cashless” exercise provision.





Although
      we expect that the net proceeds of the private placement described above,
      together with our available funds and funds generated from our operations,
      will
      be sufficient to meet our anticipated needs for 12 months, we may need to obtain
      additional capital to continue to operate and grow our business. Our cash
      requirements may vary materially from those currently anticipated due to changes
      in our operations, including our marketing and distribution activities, product
      development, expansion of our personnel and the timing of our receipt of
      revenues. Our ability to obtain additional financing in the future will depend
      in part upon the prevailing capital market conditions, as well as our business
      performance. There can be no assurance that we will be successful in our efforts
      to arrange additional financing on terms satisfactory to us, if at
      all.




**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.




**Critical
      Accounting Policies and Estimates**





Our
      consolidated financial information has been prepared in accordance with
      generally accepted accounting principles in the United States, which requires
      us
      to make judgments, estimates and assumptions that affect (1) the reported
      amounts of our assets and liabilities, (2) the disclosure of our contingent
      assets and liabilities at the end of each fiscal period and (3) the reported
      amounts of revenues and expenses during each fiscal period. We continually
      evaluate these estimates based on our own historical experience, knowledge
      and
      assessment of current business and other conditions, our expectations regarding
      the future based on available information and reasonable assumptions, which
      together form our basis for making judgments about matters that are not readily
      apparent from other sources. Since the use of estimates is an integral component
      of the financial reporting process, our actual results could differ from those
      estimates. Some of our accounting policies require a higher degree of judgment
      than others in their application.




13




When
      reviewing our financial statements, you should consider (1) our selection of
      critical accounting policies, (2) the judgment and other uncertainties affecting
      the application of those policies, and (3) the sensitivity of reported results
      to changes in conditions and assumptions. We believe the following accounting
      policies involve the most significant judgment and estimates used in the
      preparation of our financial statements.





***Revenue
      recognition.***





We
      derive
      our revenues primarily from sales of printing packaging products which are
      recognized at the point of sale.





***Accounts
      Receivable.***




Our
      terms
      of sales allow for payments to be made for up to one year. Our management
      reviews customer credit worthiness, current economic trends and changes in
      customer payment patterns to evaluate the need for reserves.




***Inventory.***




Inventory
      is stated at the lower of weighted average cost or market, which takes into
      account historical prices on a continuing basis.




***Property
      and Equipment.***




Property
      and equipment are stated at cost and depreciated using the straight-line method,
      over 5 and 40 years. The carrying value of long lived assets is evaluated
      whenever changes in circumstances indicate the carrying amount of such assets
      may not be recoverable. If necessary, we recognize an impairment loss for the
      difference between the carrying amount of the assets and their estimated fair
      value. Fair value is based upon current and anticipated future undiscounted
      cash
      flows. Expenditures for maintenance and repairs are charged to operations as
      incurred; additions, renewals and betterments are capitalized. Based upon our
      most recent analysis, we believe that no impairment of property and equipment
      existed for the 3 months ended September 30, 2007.




***Foreign
      Currency Translation and Transactions.***




The
      financial position and results of operations of our foreign subsidiaries are
      determined using local currency (Chinese Yuan) as the functional currency.
      Assets and liabilities of the subsidiaries are translated at the prevailing
      exchange rate in effect at each year end. Contributed capital accounts are
      translated using the historical rate of exchange when capital is injected.
      Income statement accounts are translated at the average rate of exchange during
      the year. Translation adjustments arising from the use of different exchange
      rates from period to period are included in the cumulative translation
      adjustment account in shareholders’ equity. Gains and losses resulting from
      foreign currency transactions are included in operations.





**Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





On
      October 2, 2007, we appointed Patrizio & Zhao, LLC, as our independent
      registered public accounting firm to replace Bagell, Josephs, Levine &
Company, LLC following their dismissal on October 2, 2007. This action was
      ratified by our board of directors on October 2, 2007. During our fiscal years
      ended December 31, 2006 and 2005 and the subsequent interim period through
      October 2, 2007, we had no disagreements with Bagell, Josephs, Levine &
Company, LLC on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedures, which disagreements,
      if
      not resolved to the satisfaction of Bagell, Josephs, Levine & Company, LLC
      would have caused it to make reference to the subject matter of the
      disagreements in its report. Bagell, Josephs, Levine & Company, LLC’s report
      on our financial statements for the fiscal years ended December 31, 2006 and
      2005 did not contain an adverse opinion or disclaimer of opinion, and was not
      qualified or modified as to uncertainty, audit scope or accounting principles.
      A
      letter addressed to the SEC from Bagell, Josephs, Levine & Company, LLC
      stating that it agrees with the above statement was attached as an exhibit
      to
      our Current Report on 8-K filed with the SEC on October 8, 2007.




14




**Item
      3. Quantitative and Qualitative Disclosure About Market
      Risk**




Not
      applicable.





**Item
      4. Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures* - Under
      the supervision and with the participation of our management, including our
      Chief Executive Officer and Chief Financial Officer, we have evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of September 30, 2007. Based upon this evaluation, our Chief
      Executive Officer and Chief Financial Officer have concluded that our disclosure
      controls and procedures are adequate and effective to ensure that information
      we
      are required to disclose in reports that we file or submit under the Securities
      Exchange Act of 1934 is (1) recorded, processed, summarized and reported within
      the time periods specified in SEC rules and forms and (2) is accumulated and
      communicated to our management, including our principal executive and principal
      financial officers as appropriate to allow timely decisions regarding required
      disclosures. Due to the inherent limitations of control systems, not all
      misstatements may be detected. These inherent limitations include the realities
      that judgments in decision-making can be faulty and that breakdowns can occur
      because of simple error or mistake. Any system of controls and procedures,
      no
      matter how well designed and operated, can at best provide only reasonable
      assurance that the objectives of the system are met and management necessarily
      is required to apply its judgment in evaluating the cost benefit relationship
      of
      possible controls and procedures. Additionally, controls can be circumvented
      by
      the individual acts of some persons, by collusion of two or more people, or
      by
      management override of the control. Our controls and procedures are intended
      to
      provide only reasonable, not absolute, assurance that the above objectives
      have
      been met.





*Changes
      in Internal Control Over Financial Reporting* - There
      have been no changes in our internal control over financial reporting that
      occurred during the last fiscal quarter to which this report relates that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.




15




**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





Not
      applicable.





**Item
      1A. Risk Factors**





**Risks
      Related To Our Business.**





***The
      price increase of raw materials, such as paper materials, polyethylene
      materials, and aluminum materials, could increase the cost of our products
      and
      reduce our profit margin.*** Paper
      materials, polyethylene materials, and aluminum materials are the major
      materials for our aseptic packaging products. In the last two years, the prices
      of paper materials, polyethylene materials and aluminum materials have
      fluctuated substantially, as have other raw materials, due to the increasing
      demand in China resulting from its rapid economic development. Although we
      have
      managed to minimize the impact of such fluctuation in the past, there is no
      assurance that we will be able to do so in the future. If the price for paper
      materials, polyethylene materials, aluminum materials, and other necessary
      raw
      materials increases significantly, our profit margin could decrease considerably
      and we may not be able to maintain our profitability.





***We
      may not be able to secure financing needed for future operating needs on
      acceptable terms, or on any terms at all.*** From
      time to time, we may seek additional financing to provide the capital required
      to maintain or expand our production facilities, implement research and
      development and equipment and/or working capital initiatives, as well as to
      repay outstanding loans if cash flow from operations is insufficient. We cannot
      predict with certainty the timing or account of any such capital requirements.
      If such financing is not available on satisfactory terms, we may be unable
      to
      expand our business or develop new business at the desired rate. Consequently,
      our operating results may suffer. If we are able to incur debt, we may be
      subject to certain restrictions imposed by the terms of the debt and the
      repayment of such debt may limit our cash flow and our ability to grow. If
      we
      are unable to incur debt, we may be forced to issue additional equity, which
      could have a dilutive effect on our current stockholders.





***Expansion
      of our business may put added pressure on our management and operational
      infrastructure impeding our ability to meet any increased demand for our
      products and services and possibly hurting our operating
      results*** .
      Our
      business plan is to significantly grow our operations to meet anticipated growth
      in demand for our products and services. Our planned growth includes the
      increase of our line of products and expansion of sales in our existing markets
      as well as new markets over the next few years. Growth in our business may
      place
      a significant strain on our personnel, management, financial systems and other
      resources. The evolution of our business also presents numerous risks and
      challenges, including, but not limited to:




·
            the
                continued acceptance of our products and services by the packaging
                industries;·
            our
                ability to successfully and rapidly expand sales to potential customers
                in
                response to potentially increasing
                demand;


·
            the
                costs associated with such growth, which are difficult to quantify,
                but
                could be significant;·
            rapid
                technological change; and·
            the
                highly competitive nature of the packaging
                industries.





If
      we are
      successful in obtaining rapid market growth of our products and services, we
      will be required to deliver large volumes of quality products and services
      to
      customers on a timely basis at a reasonable cost to those customers. Meeting
      any
      such increased demands will require us to expand our manufacturing facilities,
      to increase our ability to purchase raw materials, to increase the size of
      our
      work force, to expand our quality control capabilities and to increase the
      scale
      upon which we provide our products and services. Such demands would require
      more
      capital and working capital than we currently have available and we may be
      unable to meet the needs of our customers, this could adversely affect our
      relationship with customers, leading to a reduction in our revenues.




16




***We
      have a history of operating losses, and there can be no assurance that we can
      sustain or increase profitability and, as a result, may not operate as a going
      concern.*** While we
      recently achieved an operating profit, we have had operating losses in some
      of
      the years since our inception and there can be no assurance that we can sustain
      or increase profitability. Unanticipated problems, expenses, and delays are
      frequently encountered in developing and marketing products. These include,
      but
      are not limited to, competition, the need to develop customers and market
      expertise, market conditions, sales, marketing, increases in the cost of raw
      materials and governmental regulation. Our failure to meet any of these
      conditions would have a materially adverse effect upon us and may force us
      to
      reduce or curtail our operations. Revenues and profits, if any, will depend
      upon
      various factors. We may not achieve our business objectives and the failure
      to
      achieve such goals would have an adverse impact on our business and results
      of
      operations. In addition, we expect to incur additional general and
      administrative expenses as a public company in the United States which could
      also have a negative impact on our profitability.





***Our
      existing indebtedness may adversely affect our ability to obtain additional
      funds and may increase our vulnerability to economic or business
      downturns.*** Our
      indebtedness aggregated approximately US$5.8 million as of September 30, 2007.
      As a result, we are subject to the risks associated with significant
      indebtedness, including:




·
            we
                must dedicate a portion of our cash flows from operations to pay
                debt
                service costs and, as a result, we have less funds available for
                operations and other purposes;·
            it
                may be more difficult and expensive to obtain additional funds through
                financings, if available at all;·
            we
                are more vulnerable to economic downturns and fluctuations in interest
                rates, less able to withstand competitive pressures and less flexible
                in
                reacting to changes in our industry and general economic conditions;
                and·
            if
                we default under any of our existing credit facilities or if our
                creditors
                demand payment of a portion or all of our indebtedness, we may not
                have
                sufficient funds to make such
                payments.




***We
      have pledged substantially all of our assets to secure our borrowings and are
      subject to covenants that may restrict our ability to operate our
      business.*** Our
      borrowings under our existing loan agreements are secured by substantially
      all
      of our assets. If we default under the indebtedness secured by our assets,
      those
      assets would be available to the secured creditor to satisfy our obligations
      to
      the secured creditor. In addition, our loan agreements impose certain
      restrictive covenants, including financial covenants. Failure to satisfy any
      of
      these covenants could result in all or any of the following:




·
            acceleration
                of the payment of our outstanding indebtedness;·
            cross
                defaults to and acceleration of the payment under other financing
                arrangements;·
            our
                inability to borrow additional amounts under our existing financing
                arrangements; and·
            our
                inability to secure financing on favorable terms or at all from
                alternative sources.





Any
      of
      these consequences could adversely affect our ability to acquire consumer
      receivable portfolios and operate our business.





***The
      failure to maintain our relationships with our existing customers or the failure
      to obtain new customers could negatively affect our revenues and decrease our
      earnings or have an adverse impact on our business.*** We
      maintain purchase orders for the sales of our products to our customers.
      Although we have entered into agreements to supply our customers, we cannot
      assure that such agreements will be renewed when the terms of such agreements
      expire or that our relationships with our customers will be maintained on
      satisfactory terms, if at all. The failure to maintain our relationships with
      our customers or the failure to obtain new customers could (i) negatively affect
      our revenues and decrease our earnings or (ii) adversely impact our
      business.




17




***We
      rely on a limited number of suppliers and the loss of any of our suppliers,
      or
      delays or problems in the supply of materials used in our products, could
      materially and adversely affect our business, financial condition, results
      of
      operations and growth prospects.*** We
      generally rely on one or two suppliers for each of the primary materials used
      in
      our products, including paper, polyethylene and aluminum, and otherwise rely
      on
      a limited number of suppliers for the other materials used in our products.
      Our
      suppliers may not be able to supply the necessary materials without
      interruption. We may not have adequate remedies for their failure to supply
      us
      which could result in a shortage of our products. If one of our suppliers fails
      or refuses to supply us for any reason, it could take time and expense to obtain
      a new supplier. In addition, our failure to maintain existing relationships
      with
      our suppliers or to establish new relationships in the future could negatively
      affect our ability to obtain the materials used in our products in a timely
      manner. The search for new suppliers could potentially delay the manufacture
      of
      our products, resulting in shortages in the marketplace and may cause us to
      incur additional expense. Failure to comply with applicable legal requirements
      subjects our suppliers to possible legal or regulatory action, including
      shutdown, which may adversely affect their ability to supply us with the
      materials we need for our products. Any delay in supplying, or failure to
      supply, materials for our products by any of our suppliers could result in
      our
      inability to meet the commercial demand for our products, and could adversely
      affect our business, financial condition, results of operations and growth
      prospects.





***We
      may not be able to adequately protect our intellectual property, which could
      harm our competitive advantage.***  **** We
      rely
      on a combination of patent, copyright, trademark and trade secret laws and
      restrictions on disclosure to protect our intellectual property rights. Piracy
      of intellectual property is widespread in China and despite our efforts to
      protect our intellectual proprietary rights, unauthorized parties may attempt
      to
      copy or otherwise obtain and use our technology. Monitoring unauthorized use
      of
      our technology is difficult and costly, and we cannot be certain that the steps
      we have taken will prevent misappropriations of our technology, particularly
      in
      countries where the laws may not protect our intellectual property rights as
      fully as in other countries such as the United States of America. In addition,
      third parties may seek to challenge, invalidate, circumvent or render
      unenforceable any intellectual property rights owned by us. From time to time,
      we may have to resort to litigation to enforce our intellectual property rights,
      which could result in substantial costs, diversion of our management’s attention
      and diversion of our other resources.





***The
      failure to increase our current manufacturing capacity could materially and
      adversely affect our business, financial condition, results of operations and
      growth prospects.*** We
      currently manufacture our products at a single facility with two production
      lines. Manufacturing products at a single site presents risks because a
      disaster, such as a fire or hurricane, may interrupt our manufacturing
      capability. In such an event, we will have to resort to alternative sources
      of
      manufacturing that could increase our costs as well as result in significant
      delays. Any increase in costs, slowdowns or shutdowns could have a material
      adverse affect on our business, financial condition, results of operations
      and
      growth prospects.





Our
      use
      of a single manufacturing facility with two production lines may restrict our
      ability to attract large customers who require certainty in the production
      process. We intend to expand our manufacturing operations by adding additional
      production lines, but there is no assurance that we will have the financial
      resources required for this planned expansion or that any such expansion will
      be
      successful or completed in a timely fashion or within budget. We may encounter
      difficulties and significant unexpected costs and delays in scaling up our
      manufacturing operations. The failure to scale-up manufacturing operations
      in a
      timely and cost-effective way may adversely affect our income. In the event
      the
      demand for our products rapidly increases or spikes in a certain period, we
      may
      not have the manufacturing ability to fulfill demand, either in our own
      facilities or through agreements with third parties. This lack of manufacturing
      capacity could have a material adverse affect on our business, financial
      condition, results of operations and growth prospects.





***Our
      failure to successfully develop new business segments could have a material
      adverse affect on our business, financial condition, results of operations
      and
      growth prospects.*** We are
      currently pursuing and in the future may pursue new technologies and businesses
      segments internally or through acquisitions or combinations which involve
      significant risks. Any such acquisition or combination may involve, among other
      things, the payment of cash, the incurrence of contingent liabilities and the
      amortization of expenses related to goodwill and other intangible assets, and
      transaction costs, which may adversely affect our business, financial condition,
      results of operations and growth prospects. Our ability to integrate and
      organize any new businesses and/or products, whether internally developed or
      obtained by acquisition or combination, will likely require significant
      expansion of our operations. There is no assurance that we will have or be
      able
      to obtain the necessary resources to satisfactorily effect such expansion,
      and
      the failure to do so could have a material adverse effect on our business,
      financial condition, results of operations and growth prospects. In addition,
      future acquisitions or combinations by us involve risks of, among other things,
      entering markets or segments in which we have no or limited prior experience,
      the potential loss of key employees or difficulty, delay or failure in the
      integration of the operations of any such new business with our current business
      and operating and financial difficulties of any new or newly combined
      operations, any of which could have a materially adverse effect on our business,
      financial condition, results of operations and growth prospects. Moreover,
      there
      can be no assurance that the anticipated benefits of any internally developed
      new business segment or business combination will be realized.




18




***The
      loss of one or more members of our management team or other key
      employees***  ***could
      affect our ability to successfully grow our business*** .
      Our
      success and future growth depends to a significant degree on the skills and
      continued services of our management team and other key employees, including
      but
      not limited to, Yijun Wang, our Chairman, Chief Executive Officer and President
      (and Chairman and Chief Executive Officer of Qingdao Renmin) and Qingjun Yang,
      the President of Qingdao Renmin. Qingdao Renmin currently has employment
      agreements with its named executive officers but does not currently maintain
      key
      person life insurance. If one or more members of our management or other key
      employees were to resign or no longer be able to serve as our employees, it
      could impair our revenue growth, business and future prospects. Further, our
      ability to execute our business plan is dependent on our ability to attract
      and
      retain additional highly skilled personnel.




***We
      do not have a majority of independent directors serving on our board of
      directors, which could present the potential for conflicts of
      interest.*** We do
      not have a majority of independent directors serving on our board of directors
      and we cannot guarantee that our board of directors will have a majority of
      independent directors in the future. In the absence of a majority of independent
      directors, our executive officers could establish policies and enter into
      transactions without independent review and approval thereof. This could present
      the potential for a conflict of interest between us and our stockholders,
      generally, and the controlling officers, stockholders or directors.





***If
      we are unable to establish appropriate internal financial reporting controls
      and
      procedures, it could cause us to fail to meet our reporting obligations, result
      in the restatement of our financial statements, harm our operating results,
      subject us to regulatory scrutiny and sanction, cause investors to lose
      confidence in our reported financial information and have a negative effect
      on
      the market price for shares of our common stock.*** Effective internal controls are necessary for us to provide reliable financial
      reports and effectively prevent fraud. We maintain a system of internal control
      over financial reporting, which is defined as a process designed by, or under
      the supervision of, our principal executive officer and principal financial
      officer, or persons performing similar functions, and effected by our board
      of
      directors, management and other personnel, to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with generally accepted
      accounting principles.





As
      a
      public company, we will have significant additional requirements for enhanced
      financial reporting and internal controls. We will be required to document
      and
      test our internal control procedures in order to satisfy the requirements of
      Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management
      assessments of the effectiveness of our internal controls over financial
      reporting and a report by our independent registered public accounting firm
      addressing these assessments. The process of designing and implementing
      effective internal controls is a continuous effort that requires us to
      anticipate and react to changes in our business and the economic and regulatory
      environments and to expend significant resources to maintain a system of
      internal controls that is adequate to satisfy our reporting obligations as
      a
      public company.




We
      cannot
      assure you that we will not, in the future, identify areas requiring improvement
      in our internal control over financial reporting. We cannot assure you that
      the
      measures we will take to remediate any areas in need of improvement will be
      successful or that we will implement and maintain adequate controls over our
      financial processes and reporting in the future as we continue our growth.
      If we
      are unable to establish appropriate internal financial reporting controls and
      procedures, it could cause us to fail to meet our reporting obligations, result
      in the restatement of our financial statements, harm our operating results,
      subject us to regulatory scrutiny and sanction, cause investors to lose
      confidence in our reported financial information and have a negative effect
      on
      the market price for shares of our common stock.




19




***We
      face significant competition in each product we offer and each geographic market
      in which we operate, and if we fail to compete effectively, we may lose our
      market share and our profitability may be adversely
      affected.*** The
      aseptic liquid food and beverage carton market in China is rapidly evolving
      and
      highly competitive. We expect competition in this market to persist and
      intensify. We face competition in each major product line we offer and each
      geographic market in which we operate. We face nationwide competition primarily
      from Tetra Pack and SIG Cambibloc (“SIG”), both multi-national companies which
      currently have an estimated combined 90% of the aseptic carton market. We also
      face competition from domestic aseptic carton suppliers in China. Existing
      or
      future competing products may provide (i) better quality and technology, (ii)
      greater utility, lower cost or other benefits from their intended uses than
      our
      products, or (iii) may offer comparable performance at lower cost. Many of
      these
      companies are well-established, have substantially greater financial and other
      resources, and have more experience in manufacturing and marketing than we
      do.
      There can be no assurance that we will be able to compete successfully with
      such
      competitors. If our products fail to capture and maintain market share, we
      may
      not achieve sufficient product revenues, and our business could
      suffer.




***High
      margins for the aseptic liquid food and beverage cartons business will attract
      more businesses to enter this field. Our business could suffer as a result
      of
      more competition.*** Our
      business has enjoyed relatively high profit margins so far due to the fact
      that
      we have concentrated in the aseptic liquid food and beverage carton business.
      Such high margins will attract more businesses to enter into this field. As
      a
      result, competition may intensify and our profits may drop
      significantly.





**Risks
      Related To Doing Business in China**




***Changes
      in China’s political or economic situation could harm us and our operational
      results.*** Economic
      reforms adopted by the Chinese government have had a positive effect on the
      economic development of the country, but the government could change these
      economic reforms or any of the legal systems at any time. This could either
      benefit or damage our operations and profitability. Some of the things that
      could have this effect are:





·
            level
                of government involvement in the economy;·
            control
                of foreign exchange;·
            methods
                of allocating resources;·
            balance
                of payments position;·
            international
                trade restrictions; and·
            international
                conflict.





The
      Chinese economy differs from the economies of most countries belonging to the
      Organization for Economic Cooperation and Development, or OECD, in many ways.
      The economic reforms in China have been conducted under a tight grip of the
      Chinese government. As a result of these differences, we may not develop in
      the
      same way or at the same rate as might be expected if the Chinese economy were
      similar to those of the OECD member countries.




***Our
      business is largely subject to the uncertain legal environment in China and
      your
      legal protection could be limited.*** The
      Chinese legal system is a civil law system based on written statutes. Unlike
      common law systems, it is a system in which precedents set in earlier legal
      cases are not generally used. The overall effect of legislation enacted over
      the
      past 20 years has been to enhance the protections afforded to foreign invested
      enterprises in China. However, these laws, regulations and legal requirements
      are relatively recent and are evolving rapidly, and their interpretation and
      enforcement involve uncertainties. These uncertainties could limit the legal
      protections available to foreign shareholders, such as the right of foreign
      invested enterprises to hold licenses and permits such as requisite business
      licenses. Because most of our officers and directors reside outside of the
      United States, it may be difficult, if not impossible, to acquire jurisdiction
      over those persons if a lawsuit is initiated against us and/or its officers
      and
      directors by a shareholder or group of shareholders in the United States. Also,
      because our officers will likely be residing in the PRC at the time such a
      suit
      is initiated, achieving service of process against such persons would be
      extremely difficult. Furthermore, because the majority of our assets are located
      in the People’s Republic of China (“PRC”) it would also be extremely difficult
      to access those assets to satisfy an award entered against us in United States
      court. Moreover, we have been advised that the PRC does not have treaties with
      the United States providing for the reciprocal recognition and enforcement
      of
      judgments of courts.




20




***Recent
      PRC regulations relating to mergers and acquisitions of domestic enterprises
      by
      foreign investors***  ***may
      increase the administrative burden we face and create regulatory
      uncertainties*** .
      On
      August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of
      Commerce (“MOFCOM”), the State Assets Supervision and Administration Commission
      (“SASAC”), the State Administration for Taxation, the State Administration for
      Industry and Commerce, the China Securities Regulatory Commission (“CSRC”), and
      the State Administration of Foreign Exchange, (“SAFE”), jointly adopted the
      Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign
      Investors (“New M&A Rule”), which became effective on September 8, 2006. The
      New M&A Rule purports, among other things, to require offshore special
      purpose vehicles (“SPVs”), formed for overseas listing purposes through
      acquisitions of PRC domestic companies and controlled by PRC companies or
      individuals, to obtain the approval of the CSRC prior to publicly listing their
      securities on an overseas stock exchange.





On
      September 21, 2006, pursuant to the New M&A Rule and other PRC laws and
      regulations, the CSRC, in its official website, promulgated relevant guidance
      with respect to the issues of listing and trading of domestic enterprises’
securities on overseas stock exchanges (the “Administrative Permits”), including
      a list of application materials with respect to the listing on overseas stock
      exchanges by SPVs.





Based
      on
      our understanding of current PRC Laws, we believe that the New M&A Rule does
      not require us or our Chinese shareholders or our entities in China to obtain
      the CSRC approval in connection with the transaction contemplated by the share
      exchange agreement, by and among the Company, Jpak and the shareholders of
      Jpak
      named therein, dated as of August 9, 2007 (the “Securities Exchange Agreement”
or “SEA”), in connection with the Share Exchange because Grand International
      completed the approval procedures of the acquisition of the 88.23% equity
      interest in Qingdao Renmin at MOFCOM before September 8, 2006 when the New
      M&A Rule became effective.





There
      are, however, substantial uncertainties regarding the interpretation and
      application of current or future PRC laws and regulations, including the New
      M&A Rule. Accordingly, we cannot assure you that PRC government authorities
      will not ultimately take a view contrary to our understanding that we do not
      need the CSRC approval, and PRC government authorities may impose some
      additional approvals and requirements.





Further,
      if the PRC government finds that we or our Chinese shareholders did not obtain
      the CSRC approval, which CSRC may think we should have obtained before our
      executing the Securities Exchange Agreement, we could be subject to severe
      penalties. The New M&A Rule does not stipulate the specific penalty terms,
      so we are not able to predict what penalties we may face, and how such penalties
      will affect our business operations or future strategy.





***The
      Chinese government exerts substantial influence over the manner in which we
      must
      conduct our business activities.*** China
      only recently has permitted provincial and local economic autonomy and private
      economic activities and, as a result, we are dependent on our relationship
      with
      the local government in the province in which we operate our business. Chinese
      government has exercised and continues to exercise substantial control over
      virtually every sector of the Chinese economy through regulation and state
      ownership. Our ability to operate in China may be harmed by changes in its
      laws
      and regulations, including those relating to taxation, import and export
      tariffs, environmental regulations, land use rights, property and other matters.
      We believe that our operations in China are in material compliance with all
      applicable legal and regulatory requirements. However, the central or local
      governments of these jurisdictions may impose new, stricter regulations or
      interpretations of existing regulations that would require additional
      expenditures and efforts on our part to ensure our compliance with such
      regulations or interpretations. Accordingly, government actions in the future,
      including any decision not to continue to support recent economic reforms and
      to
      return to a more centrally planned economy or regional or local variations
      in
      the implementation of economic policies, could have a significant effect on
      economic conditions in China or particular regions thereof, and could require
      us
      to divest ourselves of any interest we then hold in Chinese
      properties.




***Future
      inflation in China may inhibit our activity to conduct business in
      China.*** In
      recent years, the Chinese economy has experienced periods of rapid expansion
      and
      high rates of inflation. During the past ten years, the rate of inflation in
      China has been as high as 20.7% and as low as -2.2%. These factors have led
      to
      the adoption by Chinese government, from time to time, of various corrective
      measures designed to restrict the availability of credit or regulate growth
      and
      contain inflation. While inflation has been more moderate since 1995, high
      inflation may in the future cause Chinese government to impose controls on
      credit and/or prices, or to take other action, which could inhibit economic
      activity in China, and thereby harm the market for our products.




21




***Restrictions
      on currency exchange may limit our ability to receive and use our revenues
      effectively.*** The
      majority of our revenues will be settled in RMB (“RMB”) and, any future
      restrictions on currency exchanges may limit our ability to use revenue
      generated in RMB to fund any future business activities outside China or to
      make
      dividend or other payments in U.S. dollars. Although the Chinese government
      introduced regulations in 1996 to allow greater convertibility of the RMB for
      current account transactions, significant restrictions still remain, including
      primarily the restriction that foreign-invested enterprises may only buy, sell
      or remit foreign currencies after providing valid commercial documents, at
      those
      banks in China authorized to conduct foreign exchange business. In addition,
      conversion of RMB for capital account items, including direct investment and
      loans, is subject to governmental approval in China, and companies are required
      to open and maintain separate foreign exchange accounts for capital account
      items. We cannot be certain that the Chinese regulatory authorities will not
      impose more stringent restrictions on the convertibility of the
      RMB.




***The
      value of our securities will be affected by the foreign exchange rate between
      U.S. dollars and RMB.*** The
      value of our common stock will be affected by the foreign exchange rate between
      U.S. dollars and RMB, and between those currencies and other currencies in
      which
      our sales may be denominated. For example, to the extent that we need to convert
      U.S. dollars into RMB for our operational needs and should the RMB appreciate
      against the U.S. dollar at that time, our financial position, the business
      of
      the company, and the price of our common stock may be harmed. Conversely, if
      we
      decide to convert our RMB into U.S. dollars for the purpose of declaring
      dividends on our common stock or for other business purposes and the U.S. dollar
      appreciates against the RMB, the U.S. dollar equivalent of our earnings from
      our
      subsidiaries in China would be reduced.





***Government
      regulations and environmental matter in China may adversely impact on our
      business.*** Our
      manufacturing operations are subject to numerous laws, regulations, ****** rules
      and specifications relating to human health and safety and ****** the
      environment. These laws and regulations address and regulate, among other ****** matters,
      wastewater discharge, air quality and the generation, handling, ****** storage,
      treatment, disposal and transportation of solid and hazardous wastes ****** and
      releases of hazardous substances into the environment. In addition, third ****** parties
      and governmental agencies in some cases have the power under such laws ****** and
      regulations to require remediation of environmental conditions and, in the ****** case of
      governmental agencies, to impose fines and penalties. We make capital
      expenditures from time to time to stay in compliance with ****** applicable laws and regulations.




We
      have
      obtained all permits and approvals and filed all registrations required for
      the
      conduct of its business, except where the failure to obtain any permit or
      approval or file any registration would not have a material adverse effect
      on
      our business, financial condition and results of operations. We are in
      compliance in all material respects with the numerous laws, regulations, ****** rules,
      specifications and permits, approvals and registrations relating to human health
      and safety and the environment except where noncompliance would not have a
      material adverse effect on our business, financial condition and results of
      operations.




The
      PRC
      governmental authorities have not revealed any material environmental liability
      that would have a material adverse effect on us. We have not been notified
      by
      any governmental authority of any continuing noncompliance, liability or other
      claim in connection with any of our properties or business operations, nor
      are
      we aware of any other material environmental condition with respect to any
      of
      our properties or arising out of our business operations at any other location.
      However, in connection with the ownership and operation of our properties
      (including locations to which we may have sent waste in the past) and the
      conduct of our business, we potentially may be liable for damages or cleanup,
      investigation or remediation costs.




No
      assurance can be given that all potential environmental liabilities have been
      identified or properly quantified or that any prior owner, operator, or tenant
      has not created an environmental condition unknown to us. Moreover, no assurance
      can be given that (i) future laws, ordinances or regulations will not impose
      any
      material environmental liability or (ii) the current environmental condition
      of
      the properties will not be affected by the condition of land or operations
      in
      the vicinity of the properties (such as the presence of underground storage
      tanks), or by third parties unrelated to us. State and local environmental
      regulatory requirements change often.




22




It
      is
      possible th at
      compliance with a new regulatory requirement could impose significant compliance
      costs on us. Such costs could have a material adverse effect on our business,
      financial condition and results of operations.




***We
      may have difficulty establishing adequate management, legal and financial
      controls in the PRC.*** The PRC
      historically has been deficient in Western style management and financial
      reporting concepts and practices, as well as in modern banking, computer and
      other control systems. We may have difficulty in hiring and retaining a
      sufficient number of qualified employees to work in the PRC. As a result of
      these factors, we may experience difficulty in establishing management, legal
      and financial controls, collecting financial data and preparing financial
      statements, books of account and corporate records and instituting business
      practices that meet Western standards.




***Changes
      in foreign exchange regulations in the PRC may affect our ability to pay
      dividends in foreign currency or conduct other foreign exchange
      business.*** RMB is
      not a freely convertible currency currently, and the restrictions on currency
      exchanges may limit our ability to use revenues generated in RMB to fund our
      business activities outside the PRC or to make dividends or other payments
      in
      United States dollars. The PRC government strictly regulates conversion of
      RMB
      into foreign currencies. Over the years, foreign exchange regulations in the
      PRC
      have significantly reduced the government’s control over routine foreign
      exchange transactions under current accounts. In the PRC, the State
      Administration for Foreign Exchange, or the SAFE, regulates the conversion
      of
      the RMB into foreign currencies. Pursuant to applicable PRC laws and
      regulations, foreign invested enterprises incorporated in the PRC are required
      to apply for “Foreign Exchange Registration Certificates.” Currently, conversion
      within the scope of the “current account” (e.g. remittance of foreign currencies
      for payment of dividends, etc.) can be effected without requiring the approval
      of SAFE. However, conversion of currency in the “capital account” (e.g. for
      capital items such as direct investments, loans, securities, etc.) still
      requires the approval of SAFE.




In
      addition, on October 21, 2005, SAFE issued the Notice on Issues Relating to
      the
      Administration of Foreign Exchange in Fundraising and Reverse Investment
      Activities of Domestic Residents Conducted via Offshore Special Purpose
      Companies (“Notice 75”), which became effective as of November 1, 2005. Notice
      75 replaced the two rules issued by SAFE in January and April 2005.




According
      to Notice 75:




·
              prior
                  to establishing or assuming control of an offshore company for
                  the purpose
                  of obtaining overseas equity financing with assets or equity interests
                  in
                  an onshore enterprise in the PRC, each PRC resident, whether a
                  natural or
                  legal person, must complete the overseas investment foreign exchange
                  registration procedures with the relevant local SAFE
                  branch;·
              an
                  amendment to the registration with the local SAFE branch is required
                  to be
                  filed by any PRC resident that directly or indirectly holds interests
                  in
                  that offshore company upon either (1) the injection of equity interests
                  or
                  assets of an onshore enterprise to the offshore company, or (2)
                  the
                  completion of any overseas fund raising by such offshore company;
                  and·
              an
                  amendment to the registration with the local SAFE branch is also
                  required
                  to be filed by such PRC resident when there is any material change
                  in the
                  capital of the offshore company that does not involve any return
                  investment, such as (1) an increase or decrease in its capital,
                  (2) a
                  transfer or swap of shares, (3) a merger or division, (4) a long
                  term
                  equity or debt investment, or (5) the creation of any security
                  interests.




Moreover,
      Notice 75 applies retroactively. As a result, PRC residents who have established
      or acquired control of offshore companies that have made onshore investments
      in
      the PRC in the past are required to complete the relevant overseas investment
      foreign exchange registration procedures by March 31, 2006. Under the relevant
      rules, failure to comply with the registration procedures set forth in Notice
      75
      may result in restrictions being imposed on the foreign exchange activities
      of
      the relevant onshore company, including the payment of dividends and other
      distributions to its offshore parent or affiliate and the capital inflow from
      the offshore entity, and may also subject relevant PRC residents to penalties
      under PRC foreign exchange administration regulations.




23




In
      addition, SAFE issued updated internal implementing rules (“Implementing Rules”)
      in relation to Notice 75. The Implementing Rules were promulgated and became
      effective on May 29, 2007. Such Implementing Rules provide more detailed
      provisions and requirements regarding the overseas investment foreign exchange
      registration procedures. The Implementing Rules permits retroactive registration
      for PRC residents who have established or acquired control of offshore companies
      that have made onshore investments in the PRC in the past but did not complete
      the relevant overseas investment foreign exchange registration procedures before
      March 31, 2006. But there may be penalties on the relevant PRC residents and
      the
      relevant onshore company if any foreign exchange transactions were paid out
      from
      the relevant onshore company to the relevant offshore company between April
      21,
      2005 and the date of the application for the registration. However, even after
      the promulgation of Implementing Rules there still exist uncertainties regarding
      the SAFE registration for PRC residents’ interests in overseas companies. It
      remains uncertain whether PRC residents shall go through the overseas investment
      foreign exchange registration procedures under Notice 75 or Implementing Rules,
      who may indirectly hold our shares through the participation and exercise of
      incentive stock option granted by Joyrich Group Limited and Fabregas Group
      Limited, shareholders of our company.




As
      a
      result, we cannot predict how they will affect our business operations following
      our business combination. For example, our ability to conduct foreign exchange
      activities following a business combination, such as remittance of dividends
      and
      foreign-currency-denominated borrowings, may be subject to compliance with
      the
      SAFE registration requirements by such PRC residents, over whom we have no
      control. In addition, we cannot assure you that such PRC residents will be
      able
      to complete the necessary approval and registration procedures required by
      the
      SAFE regulations. We will require all our shareholders, following a business
      combination, who are PRC residents to comply with any SAFE registration
      requirements, if required by Notice 75, Implementing Rules or other applicable
      PRC laws and regulations, although we have no control over either our
      shareholders or the outcome of such registration procedures. Such uncertainties
      may restrict our ability to implement our business combination strategy and
      adversely affect our business and prospects following a business
      combination.




***Our
      future employee stock option plan or stock ownership plan involving any PRC
      domestic individual will be subject to the administration of foreign exchange
      in
      the PRC*** .
      In
      accordance with the Measures of Administration on Foreign Exchange of
      Individuals promulgated on December 25, 2006 (the “Measures”) and the
      Implementing Rules of the Measures of Administration on Foreign Exchange of
      Individuals (the “Implementing Rules of Measures”), which became effective in
      February 2007, a PRC domestic individual (i.e., a Chinese citizen as defined)
      who participates in the employees stock option plan or stock plan of an overseas
      listed company shall conduct foreign exchange related affairs upon the prior
      approval of SAFE and/or its local branch through its employer or a PRC agency.
      The dividends of the shares or proceeds received from sale of shares under
      the
      stock option plan or stock ownership plan in foreign exchange by such PRC
      domestic individual shall be remitted and deposited into the special onshore
      foreign currency bank account in the PRC opened by the employer or the PRC
      agency. Furthermore, following the Implementing Rules of Measures, SAFE issued
      the Operating Procedures for Administration of Domestic Individuals
      Participating in the Employee Stock Ownership Plan or Stock Option Plan of
      An
      Overseas Listed Company (Hui Zong Fa [2007] No. 78, the “Circular 78”) on April
      6, 2007. Circular 78, which introduces a number of new and highly restrictive
      requirements, applies to any employee stock option plan or stock ownership
      plan
      offered by a PRC or non-PRC company whose shares are listed on an overseas
      stock
      exchange. Given these PRC regulations, if we approve and implement any employee
      stock option plan or stock ownership plan which will involve any PRC domestic
      individual, the SAFE registration for such PRC domestic individual participating
      in the employee stock ownership plan or stock option plan shall apply and be
      required. Nevertheless, Circular 78 only applies to the overseas listed company
      other than an overseas private company and as a result, the incentive stock
      option granted by Joyrich Group Limited and Fabregas Group Limited, shareholders
      of our company and private companies, to PRC residents do not fall into such
      SAFE registration under Circular 78. Currently it is silent in terms of PRC
      statutory requirements with respect to the PRC domestic individuals
      participating in employee stock ownership plan or stock option plan of an
      overseas private company, since there are no applicable PRC laws or regulations.
      It is unclear how future regulations will impact the incentive stock options
      granted by Joyrich Group Limited and Fabregas Group Limited.




24




**Risks
      Relating to Our Securities**





***Insiders
      have substantial control over us, and they could delay or prevent a change
      in
      our corporate control even if our other stockholders wanted it to
      occur.*** Our
      executive officers, directors, and principal stockholders who hold 5% or more
      of
      our outstanding common stock own, in the aggregate, approximately 96% of our
      outstanding common stock. These stockholders are able to control all matters
      requiring stockholder approval, including the election of directors and approval
      of significant corporate transactions. This could delay or prevent an outside
      party from acquiring or merging with us even if our other stockholders wanted
      it
      to occur.




***There
      is no active public trading market for our common stock and there can be no
      assurance that one will develop in the future.*** There is
      no active public trading market for our common stock. Our common stock is quoted
      on the OTC Bulletin Board. There can be no assurance that a regular trading
      market will develop or that if developed, will be sustained. The development
      of
      an active trading market will depend on the existence of willing buyers and
      sellers, the presence of which is not within our control, or the control of
      any
      market maker or specialist. The number of active buyers and sellers of our
      common stock at any particular time may be limited. Under such circumstances,
      our shareholders could have difficulty selling our shares on short notice,
      and,
      therefore, our common stock should not be viewed as a short-term or liquid
      investment. In the absence of a trading market, a shareholder will be unable
      to
      liquidate his investment except by private sale.





***If
      we fail to remain current on our reporting requirements, we could be removed
      from the OTC Bulletin Board which would limit the ability of broker dealers
      to
      sell our securities and the ability of stockholders to sell their securities
      in
      the secondary market.*** Companies
      trading on the OTC Bulletin Board must be reporting issuers under Section 12
      of
      the Securities Exchange Act of 1934, as amended, and must be current in their
      reports under Section 13, in order to maintain price quotation privileges on
      the
      OTC Bulletin Board. If we fail to remain current on our reporting requirements,
      we could be removed from the OTC Bulletin Board. As a result, the market
      liquidity for our securities could be severely adversely affected by limiting
      the ability of broker-dealers to sell our securities and the ability of
      stockholders to sell their securities in the secondary market. In addition,
      we
      may be unable to get re-listed on the OTC Bulletin Board, which may have an
      adverse material effect on our company.




***Any
      market that develops in shares of our common stock will be subject to the penny
      stock regulations and restrictions, which could impair liquidity and make
      trading difficult.*** SEC Rule
      15g-9, as amended, establishes the definition of a "penny stock" as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to a limited number of
      exceptions. It is likely that our shares will be considered to be penny stocks
      for the immediately foreseeable future. This classification severely and
      adversely affects the market liquidity for our common stock.





For
      any
      transaction involving a penny stock, unless exempt, the penny stock rules
      require that a broker or dealer approve a person’s account for transactions in
      penny stocks and the broker or dealer receive from the investor a written
      agreement to the transaction setting forth the identity and quantity of the
      penny stock to be purchased.   To approve a person’s account for
      transactions in penny stocks, the broker or dealer must obtain financial
      information and investment experience and objectives of the person and make
      a
      reasonable determination that the transactions in penny stocks are suitable
      for
      that person and that that person has sufficient knowledge and experience in
      financial matters to be capable of evaluating the risks of transactions in
      penny
      stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prepared by the SEC relating to the penny stock market
      which, in highlight form, sets forth:





·
            the
                basis on which the broker or dealer made the suitability determination,
                and·
            that
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.





Disclosure
      also has to be made about the risks of investing in penny stock in both public
      offerings and in secondary trading and commissions payable to both the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements must be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




25




Because
      of these regulations, broker-dealers may not wish to engage in the
      above-referenced necessary paperwork and disclosures and/or may encounter
      difficulties in their attempt to sell shares of our common stock, which may
      affect the ability of selling stockholders or other holders to sell their shares
      in any secondary market and have the effect of reducing the level of trading
      activity in any secondary market. These additional sales practice and disclosure
      requirements could impede the sale of our securities, if and when our securities
      become publicly traded. In addition, the liquidity for our securities may
      decrease, with a corresponding decrease in the price of our securities. Our
      shares, in all probability, will be subject to such penny stock rules for the
      foreseeable future and our shareholders will, in all likelihood, find it
      difficult to sell their securities.




***The
      market for penny stocks has experienced numerous frauds and abuses which could
      adversely impact investors in our stock.*** OTC
      Bulletin Board securities are frequent targets of fraud or market manipulation,
      both because of their generally low prices and because OTC Bulletin Board
      reporting requirements are less stringent than those of the stock exchanges
      or
      NASDAQ.





Patterns
      of fraud and abuse include:





·
            Control
                of the market for the security by one or a few broker-dealers that
                are
                often related to the promoter or issuer;·
            Manipulation
                of prices through prearranged matching of purchases and sales and
                false
                and misleading press releases;·
            “Boiler
                room" practices involving high pressure sales tactics and unrealistic
                price projections by inexperienced sales persons;·
            Excessive
                and undisclosed bid-ask differentials and markups by selling
                broker-dealers; and·
            Wholesale
                dumping of the same securities by promoters and broker-dealers after
                prices have been manipulated to a desired level, along with the inevitable
                collapse of those prices with consequent investor
                losses.





Our
      management is aware of the abuses that have occurred historically in the penny
      stock market.





***In
      the event that we raise additional capital through the issuance of equity
      securities, or securities exercisable for or convertible into our equity
      securities, our stockholders could experience substantial dilution.*** If
      we
      raise additional capital by issuing equity securities or convertible debt
      securities, our existing stockholders may incur substantial dilution. Further,
      any shares so issued may have rights, preferences and privileges superior to
      the
      rights, preferences and privileges of our outstanding securities.





***The
      market price of our common stock may be volatile.*** The
      market price of our common stock will likely be highly volatile, as is the
      stock
      market in general, and the market for OTC Bulletin Board quoted stocks in
      particular. Some of the factors that may materially affect the market price
      of
      our common stock are beyond our control, such as changes in financial estimates
      by industry and securities analysts, conditions or trends in industries in
      which
      we operate, announcements made by our competitors or sales of our common stock.
      These factors may materially adversely affect the market price of our common
      stock, regardless of our performance.





In
      addition, the public stock markets have experienced extreme price and trading
      volume volatility. This volatility has significantly affected the market prices
      of securities of many companies for reasons frequently unrelated to the
      operating performance of the specific companies. These broad market fluctuations
      may adversely affect the market price of our common stock.





***We
      have not paid dividends in the past and do not expect to pay dividends in the
      future, and any return on investment may be limited to the value of our
      stock.*** We have
      never paid any cash dividends on our common stock and do not anticipate paying
      any cash dividends on our common stock in the foreseeable future and any return
      on investment may be limited to the value of our stock. We plan to retain any
      future earnings to finance growth.




26




***Anti-take*** ***over
      provisions of Nevada law, our articles of incorporation and our bylaws may
      prevent or delay an acquisition of us that shareholders may consider favorable
      or attempts to replace or remove our management that could be beneficial to
      our
      shareholders.*** Our
      articles of incorporation and bylaws contain provisions which could make it
      more
      difficult for a third party to acquire us without the consent of our board
      of
      directors. Our bylaws impose restrictions on the persons who may call special
      shareholder meetings. Furthermore, the Nevada Revised Statutes contain an
      affiliated transaction provision that prohibits a publicly-held Nevada
      corporation from engaging in a broad range of business combinations or other
      extraordinary corporate transactions with an “interested stockholder” unless,
      among others, (i) the transaction is approved by a majority of disinterested
      directors before the person becomes an interested shareholder or (ii) the
      transaction is approved by the holders of a majority of the corporation’s voting
      shares other than those owned by the interested shareholder. An interested
      shareholder is defined as a person who together with affiliates and associates
      beneficially owns more than 10% of the corporation’s outstanding voting shares.
      This provision may have the effect of delaying or preventing a change of control
      of our company even if this change of control would benefit our
      shareholders.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





Not
      applicable.





**Item
      3. Defaults Upon Senior Securities**





Not
      applicable.





**Item
      4. Submission of Matters to a Vote of Security Holders**





Not
      applicable.





**Item
      5. Other Information**





Not
      applicable.





**Item
      6. Exhibits**





See
      Exhibit Index on page 31 for a description of the documents that are filed
      as
      Exhibits to this report on Form 10-Q or incorporated by reference
      herein.




27




**SIGNATURES**






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




JPAK
                GROUP, INC.By:
            /s/
                Yijun Wang**Yijun
                Wang**
              **Chief
                Executive Officer**By:
            /s/
                Ming Qi**Ming
                Qi**
              **Chief
                Financial Officer**




Date:
      November 14, 2007




28




**EXHIBIT
      INDEX**




Exhibit No.
            
            Description2.1
            
            Securities
                Exchange Agreement by and among Jpak Group, Inc., Jpak Group Co.,
                Ltd.,
                the shareholders of Jpak Group Co., Ltd. named therein and the selling
                party named therein, dated as of August 9, 2007 (incorporated by
                reference
                to Exhibit 2.1 of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).3.1
            
            Articles
                of Incorporation of Jpak Group, Inc. (f/k/a Rx Staffing, Inc.), filed
                with
                the Secretary of State of Nevada on December 6, 2004 (incorporated
                by
                reference to Exhibit 3 of Rx Staffing, Inc.’s Form SB-2 filed on June 10,
                2005).3.1(a)
            
            Certificate
                of Amendment to Articles of Incorporation, filed with the Secretary
                of
                State of Nevada on November 29, 2006 (incorporated by reference to
                Exhibit
                3.1(a) of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).3.1(b)
            
            Certificate
                of Amendment to Articles of Incorporation, filed with the Secretary
                of
                State of Nevada on July 27, 2007 (incorporated by reference to Exhibit
                3.1(b) of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).3.2
            
            By-laws
                of Jpak Group, Inc. (f/k/a Rx Staffing, Inc.), adopted on December
                10,
                2004 (incorporated by reference to Exhibit 3 of Rx Staffing, Inc.’s Form
                SB-2 filed on June 10, 2005).3.2(a)
            
            First
                Amendment to By-laws adopted on July 27, 2007 (incorporated by reference
                to Exhibit 3.2(a) of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).4.1
            
            Certificate
                of Designation of the Relative Rights and Preferences of the Series
                A
                Convertible Preferred Stock of Jpak Group, Inc., filed with the Secretary
                of State of Nevada on August 9, 2007 (incorporated by reference to
                Exhibit
                4.1 of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).4.1(a)
            
            Amendment
                to the Certificate of Designation of the Relative Rights and Preferences
                of the Series A Convertible Preferred Stock of Jpak Group, Inc.,
                filed
                with the Secretary of State of Nevada on October 1, 2007 (incorporated
                by
                reference to Exhibit 4.1(a) of the Company’s Form 8-K filed on October 9,
                2007).4.2
            
            Form
                of Certificate of Designation of the Relative Rights and Preferences
                of
                the Series B Convertible Preferred Stock of Jpak Group, Inc. (incorporated
                by reference to Exhibit 4.2 of Rx Staffing, Inc.’s Form 8-K filed on
                August 15, 2007).4.3
            
            Series
                A Warrant to Purchase shares of common stock of Jpak Group, Inc.,
                issued
                on August 9, 2007 (incorporated by reference to Exhibit 4.3 of Rx
                Staffing, Inc.’s Form 8-K filed on August 15, 2007).4.4
            
            Series
                B Warrant to Purchase shares of common stock of Jpak Group, Inc.,
                issued
                on August 9, 2007 (incorporated by reference to Exhibit 4.4 of Rx
                Staffing, Inc.’s Form 8-K filed on August 15, 2007).4.5
            
            Series
                J Warrant to Purchase shares of the Series B Convertible Preferred
                Stock,
                Series C Warrants to Purchase common stock and Series D Warrants
                to
                Purchase common stock, issued August 9, 2007 (incorporated by reference
                to
                Exhibit 4.5 of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).4.6
            
            Form
                of Series C Warrant to Purchase shares of common stock of Jpak Group,
                Inc.
                (incorporated by reference to Exhibit 4.6 of Rx Staffing, Inc.’s Form 8-K
                filed on August 15, 2007).4.7
            
            Form
                of Series D Warrant to Purchase shares of common stock of Jpak Group,
                Inc.
                (incorporated by reference to Exhibit 4.7 of Rx Staffing, Inc.’s Form 8-K
                filed on August 15, 2007).10.1
            
            Note
                Purchase Agreement by and among Jpak Group Co., Ltd, Grand International
                Industrial Limited and the investors identified therein, dated as
                of May
                17, 2007 (incorporated by reference to Exhibit 10.1 of Rx Staffing,
                Inc.’s
                Form 8-K filed on August 15, 2007).10.2
            
            Joinder
                Agreement executed by Jpak Group, Inc., dated as of August 9, 2007
                (incorporated by reference to Exhibit 10.2 of Rx Staffing, Inc.’s Form 8-K
                filed on August 15, 2007).10.3
            
            Registration
                Rights Agreement by and among Jpak Group, Inc. and the purchasers
                named
                therein, dated as of August 9, 2007 (incorporated by reference to
                Exhibit
                10.3 of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).10.4
            
            Securities
                Escrow Agreement by and among Jpak Group, Inc., the purchasers named
                therein, the principal stockholders of Jpak Group, Inc. named therein
                and
                the escrow agent named therein, dated as of August 9, 2007 (incorporated
                by reference to Exhibit 10.4 of Rx Staffing, Inc.’s Form 8-K filed on
                August 15, 2007).10.5
            
            Lock-Up
                Agreement by and among Jpak Group, Inc. and the shareholders of Jpak
                Group, Inc. named therein, dated as of August 9, 2007 (incorporated by
                reference to Exhibit 10.5 of Rx Staffing, Inc.’s Form 8-K filed on August
                15, 2007).10.6
            
            Working
                Capital Loan Contract, effective as of August 27, 2006, by and between
                Qingdao Renmin Printing Co., Ltd., as borrower, and Industrial and
                Commercial Bank of China, Qingdao Branch, as lender (incorporated
                by
                reference to Exhibit 10.6 of Rx Staffing, Inc.’s Form 8-K filed on August
                15, 2007).10.7
            
            Working
                Capital Loan Contract, effective as of February 12, 2007, by and
                between
                Qingdao Renmin Printing Co., Ltd., as borrower, and Qingdao City
                Commercial Bank, Yongping Branch, as lender (incorporated by reference
                to
                Exhibit 10.7 of Rx Staffing, Inc.’s Form 8-K filed on August 15,
                2007).




29




10.8
            
            Working
                Capital Loan Contract, effective as of February 12, 2007, by and
                between
                Qingdao Renmin Printing Co., Ltd., as borrower, and Industrial and
                Commercial Bank of China, Qingdao Branch, as lender (incorporated
                by
                reference to Exhibit 10.8 of Rx Staffing, Inc.’s Form 8-K filed on August
                15, 2007).10.9
            
            Working
                Capital Loan Contract, effective as of April 10, 2007, by and between
                Qingdao Renmin Printing Co., Ltd., as borrower, and Industrial and
                Commercial Bank of China, Qingdao Branch, as lender (incorporated
                by
                reference to Exhibit 10.9 of Rx Staffing, Inc.’s Form 8-K filed on August
                15, 2007).10.10
            
            Employment
                Agreement, effective June 1, 2001, by and between Qindgao Renmin
                Printing
                Co., Ltd., as employer and Yijun Wang, as employee (incorporated
                by
                reference to Exhibit 10.10 of Rx Staffing, Inc.’s Registration Statement
                on Form S-1 filed on November 9, 2007).10.11
            
            Employment
                Agreement, effective June 1, 2001, by and between Qindgao Renmin
                Printing
                Co., Ltd., as employer and Ming Qi, as employee (incorporated by
                reference
                to Exhibit 10.11 of Rx Staffing, Inc.’s Registration Statement on Form S-1
                filed on November 9, 2007).31.1
            
            Certification
                of the Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of the Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Certification
                of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




30