UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON, D.C.
        20549
  FORM 10-Q/A
   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 filero
                Accelerated
                    Filero
                Non-accelerated
                    filerx
 
 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.
  
 **EXPLANATORY
          NOTE**
 
 As
          disclosed in the Company's Current Report on Form 8-K filed with the Securities
          and Exchange Commission (the "SEC") on February 21, 2008 and an amended
          on
          February 27, 2008, the Company is herby amending its Quarterly Report on
          Form
          10-Q for the period ended September 30, 2007 (the "Form 10-Q") filed with
          the
          SEC on November 11, 2007. The Company concluded on February 19, 2008 that
          it
          would need to restate its quarterly financial statements from amounts previously
          reported for the three months ended September 30, 2007 in the Form 10-Q.
          As a
          result, the Company is hereby amending Part I. Financial Information, Item
          1.
          Financial Statements, Item 2. Management’s Discussion and Analysis of Financial
          Condition and Results of Operations and Item 4. Controls and Procedures
          containted in the Form 10-Q to account for the warrants issued in the
          Company's private placement and related matters. In all other material
          respects,
          the Form 10-Q filed on November 14, 2007 is unchanged.
  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)**
 
 **September
                    30,**
                
                **June
                    30,****2007**
                
                **2007****ASSETS****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
                    placement agent warrants costs, net
                
                
                312,095
                
                
                -Deferred
                    financing costs, net
                
                
                -
                
                
                405,072**Total
                    Current Assets**
                
                
                **14,034,025**
                
                
                **18,093,356****PROPERTY
                    AND EQUIPMENT, NET**
                
                
                **8,164,227**
                
                
                **7,935,920****GOODWILL**
                
                
                **1,017,245**
                
                
                **953,283****Total
                    Assets**
                
                **$**
                **23,215,497**
                
                **$**
                **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, 5,608,564 shares
                    authorized,5,608,564 shares issued and outstanding
                
                
                561
                
                
                -Common
                    stock, $0.001 par value, 300,000,000 shares authorized 24,505,000
                    shares
                    issued and outstanding
                
                
                24,505
                
                
                24,505Series
                  A warrant
                
                
                1,540,000
                
                
                -Series
                  B warrant
                
                
                1,155,000
                
                
                -Placement
                    agent warrants costs, net
                
                
                322,938
                
                
                -Additional
                    paid-in capital
                
                
                10,577,424
                
                
                5,885,595Retained
                    earnings
                
                
                2,672,342
                
                
                1,815,309Statutory
                    reserves
                
                
                371,364
                
                
                371,364Accumulated
                    other comprehensive income
                
                
                818,455
                
                
                538,119**Total
                    Stockholders’ Equity**
                
                
                **14,787,589**
                
                
                **8,634,892****Total
                    Liabilities and Stockholders’ Equity**
                
                **$**
                **23,215,497**
                
                **$**
                **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
              
              
              1,362,376
              
              
              1,060,180Depreciation
                  expense
              
              
              18,813
              
              
              12,105**Total
                  Expenses**
              
              
              **1,381,189**
              
              
              **1,072,285****INCOME
                  FROM OPERATIONS**
              
              
              **935,878**
              
              
              **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**
              
              
              **857,034**
              
              
              **623,530****PROVISION
                  FOR INCOME TAX**
              
              
              **-**
              
              
              **89,975****NET
                  INCOME**
              
              
              **857,034**
              
              
              **533,555****OTHER
                  COMPREHENSIVE INCOME (LOSS)**Foreign
                  currency translation adjustment
              
              
              280,336
              
              
              (10,225
              )**COMPREHENSIVE
                  INCOME**
              
              **$**
              **1,137,370**
              
              **$**
              **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**
              
              
              **47,530,758**
              
              
              **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
                
                $
                857,034
                
                $
                533,555Adjustments
                    to reconcile net income to net cash provided by operating
                    activities:Depreciation
                    and amortization
                
                
                282,220
                
                
                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**
                
                
                **(1,020,460**
                **)**
                
                **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
              
              $
              857,034
              
              
              24,505,000
              
              $
              0.04Effect
                  of dilutive securities
              
              
              -
              
              
              23,025,758
              
              
              (0.02
              )Diluted
                  EPS
              
              $
              857,034
              
              
              47,530,758
              
              $
              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 - DEFERRED PALCEMENT AGENT WARRANTS COSTS**
 
 In
          connection with the US$5,500,000 financing in May, 2007, the Company also
          granted warrants to purchase 990,000 shares of common stock with an exercise
          price of US$0.50 per share to the placement agent in the Financing. The
          expiration date of this warrant is on May 17, 2011. The placement agent
          warrants
          has the same terms as the Series A and Series B Warrants, except that they
          contain a “cashless” exercise provision.
 
 The
          cost
          related to the two placement agent warrants are capitalized and amortized
          over
          the term of the warrants. Deferred financing costs at September 30, 2007
          and
          June 30, 2007 were as follows.
 
 **September
                    30,**
                  **2007**
                
                **June
                    30,**
                  **2007**Deferred
                    financing costs
                
                $
                322,938
                
                $
                -Less:
                    Accumulated amortization
                
                
                10,843
                
                
                -Net
                    deferred financing costs
                
                
                312,095
                
                $
                -
 
 Amortization
          of deferred financing costs charged to operations for the three months
          ending
          September 30, 2007 and December 31, 2006 was $10,843 and $-0-
          respectively.
  **NOTE
        7 - 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
        8 - 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
        9 - 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
        10 - 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 Industrial and Commercial
                    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
                    of 6.732% and paid monthly. The loan is secured by the Company's
                    equipment.
                
                $
                667,000On
                      April 10th,
                      2007 the Company obtained a loan from China Industrial and
                      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
                      of 7.029% and paid monthly. The loan is secured by the Company's
                      equipment.
                
                $
                800,400On
                    February 12th2007, the Company obtained a loan from Qingdao City Commercial
                    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
                    of 6.732% 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 is to 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 Industrial and Commercial
                    Bank, of which the principal is to be paid in full by August
                    27th,
                    2008. The interest is to be calculated using an annual fixed
                    interest rate
                    of 6.732% and paid monthly. The loan is secured by the Company's
                    equipment.
                
                $
                867,900On
                    February 2nd,
                    2007, the Company obtained a loan from China Industrial and Commercial
                    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
                    of 6.732% and paid monthly. The loan is secured by the Company's
                    equipment.
                
                $
                657,500
  8
  **JPAK
        GROUP, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        10 - SHORT TERM BANK**  **LOANS** (continued):
  On
                    April 10th,
                    2007 the Company obtained a loan from China Industrial and 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
                    of 7.029% and paid monthly. The loan is secured by the Company's
                    equipment.
                
                $
                789,000On
                    February 12th2007, the Company obtained a loan from Qingdao City Commercial
                    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
                    of 6.732% 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 is to 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
        11 - 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
        12 - 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
        13 - 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
        14 - 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/A 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/A 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/A.*
 
 **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 and depreciation expenses
              
              $
              1,381,189
              
              $
              1,072,285Other
                  income (expense)
              
              $
              (78,844
              )
              $
              (96,714
              )Income
                  taxes
              
              $
              -
              
              $
              89,975Net
                  income
              
              $
              857,034
              
              $
              533,555Foreign
                  currency translation adjustment
              
              $
              280,336
              
              $
              (10,225
              )Comprehensive
                  income
              
              $
              1,137,370
              
              $
              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 and depreciation expenses** .
        Selling, general and administrative and depreciation 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, Qingdao 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$7.4
        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 Qingdao 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 had previously concluded
        that our disclosure controls and procedures were 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. However, during the evaluation of our disclosure controls
        and procedures
        as of December 31, 2007, our Chief Executive Officer and Chief Financial
        Officer
        concluded that our disclosure controls and procedures were
        deficient.
 A
          material weakness is a significant deficiency in one or more of the internal
          control components that alone or in the aggregate precludes our internal
          controls from reducing to an appropriately low level the risk that material
          misstatements in our financial statements will not be prevented or detected
          on a
          timely basis. Due to staffing and resource constraints, a material weakness
          became evident to management regarding our inability to simultaneously
          close the
          books on a timely basis each month and quarter and to generate all the
          necessary
          disclosure for inclusion in our filings with the Securities and Exchange
          Commission.
 
 In
          addition, this lack of staffing and resources led to a misstatement in
          our
          financial statements. In our quarterly report for the September 30, 2007
          quarter, we did not have sufficient resources to discover and correctly
          account
          for the impact of the issuance of certain warrants on our financial statements.
          This Form 10-Q/A to our quarterly report of Form 10-Q for the quarter ended
          September 30, 2007 is being filed to correct the accounting treatment of
          the
          warrants.
 
 We
          are
          seeking to recruit experienced professionals to augment and upgrade our
          financial staff to address issues of timeliness and completeness in financial
          reporting when we are preparing files for the Securities and Exchange
          Commission. Although we believe that this corrective step will enable management
          to conclude that our disclosure controls are effective when all of the
          additional financial staff positions are filled, we cannot assure you that
          this
          will be sufficient. We may be required to expend additional resources to
          identify, assess and correct any additional weaknesses in disclosure or
          internal
          control.
 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 that 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-takeover
      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/A 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:
      March 3, 2008




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).




29


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).




30




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.




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