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 December
31, 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.  Yesx Noo  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).   Yeso  Nox      Indicate the number of shares outstanding
of each of the issuers classes of common stock, as of the latest practicable
date.  On May 22, 2008 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,
par value $.0001 per share, outstanding, which shares are convertible into on
aggregate of 11,217,128 shares of common stock , and 5,000,000 shares of Series
B Convertible Preferred Stock, par value $.0001 per share outstanding, which
shares are convertible into an aggregate of 8,333,333 shares of common stock and
5,000,000 shares of our Series B Preferred Stock, par value $.001 per share
outstanding, which are convertible into an aggregate of 8,333,333 shares of our
common stock.          JPAK GROUP, INC.  INDEX  Page
Number PART I - FINANCIAL INFORMATION Item 2.

Financial StatementsConsolidated Balance SheetsDecember 31, 2007 (unaudited)
and June 30, 2007

4Consolidated Statements of Operations
(unaudited)Three months ended December 31,
2007 and 2006

5Consolidated Statements of Cash Flows
(unaudited)Three months ended December 30,
2007 and 2006

6Notes to Condensed Consolidated Financial
Statements

7Item 2.

Managements Discussion and Analysis of Financial
Condition and Results of Operations

19Item 3.

Quantitative and Qualitative Disclosure About
Market Risks

25Item 4.

Controls and Procedures

25 PART II - OTHER INFORMATION Item 1.

Legal Proceedings

27Item 1.A

Risk Factors

27Item 2.

Unregistered Sales of Equity Securities and Use of
Proceeds

39Item 3.

Defaults Upon Senior Securities

39Item 4.

Submission of Matters to a Vote of Security
Holders

39Item 5.

Other Information

39Item 6.

Exhibits

39      EXPLANATORY NOTE :On May 3,
2008, the Board of Directors of Jpak Group, Inc. (we, us, our or the
"Company") concluded that the Company is required to restate its previously
issued audited financial statements for the year ended June 30, 2007, and as a
result, its financial statements for the quarters ending September 31, 2007 and
December 31, 2007. Subsequent to the issuance of the June 30, 2007 financial
statements, management identified various errors in connection with its 2007
financial statements and determined that a restatement was necessary in respect
of the following: revision of reverse acquisition accounting
andrevision of capitalized costs relatedto financing
transactions.  As a result of the Boards decision and the aforementioned
revisions to our financial statements, our previously issued financial
statements for the year ended June 30, 2007 (which were included in our
Registration Statement on Form S-1), and the periods ended September 30, 2007,
and December 31, 2007, should no longer be relied upon. Restated financials for
the quarter ending December 31, 2007 are included herein.  - 2
-      PART I. FINANCIAL INFORMATION  Item 1. Financial Statements  Report of Independent Registered
Public Accounting Firm   To the Board of Directors JPAK Group, Inc.   We have reviewed the
accompanying consolidated balance sheet of JPAK Group, Inc. as of December 31,
2007, and the related consolidated statements of operations and other
comprehensive income for the three-month and six-month periods ended December
31, 2007 and 2006 and cash flows for the six-month periods then ended. These
consolidated financial statements are the responsibility of the companys
management.  We conducted our reviews
in accordance with the standards of the Public Company Accounting Oversight
Board (United States).  A review of interim financial information consists
principally of applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters.  It is substantially less
in scope than an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the objective of which is
the expression of an opinion regarding the consolidated financial statements
taken as a whole.  Accordingly, we do not express such an opinion.  Based on our reviews, we
are not aware of any material modifications that should be made to the
accompanying consolidated interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.       /s/ Patrizio & Zhao, LLC Patrizio & Zhao, LLC Parsippany, New Jersey February 11, 2008 (Except for Note 15, as to which the date is May 13, 2008)   - 3 -     JPAK GROUP, INC.  CONSOLIDATED BALANCE SHEETS  ASSETS  December 31,
June 30,2007
2007(unaudited)CURRENT
ASSETSCash
and cash equivalents
$
 7,029,604
$
 4,938,200Account
receivables, net of allowance $40,603 and $38,945, respectively
6,976,926
8,583,396Inventory
2,849,813
3,393,896Other
receivables
120,519
-Prepaid
expenses and other current assets
72,645
772,792Advance
payments
2,048,889
-Deferred
financing costs, net
-
405,072Total
Current Assets
19,098,396
18,093,356PROPERTY AND
EQUIPMENT, NET
8,576,582
7,935,920Total
Assets
$27,674,978
$26,029,276LIABILITIES AND STOCKHOLDERS EQUITY   CURRENT LIABILITIESAccounts
payable and accrued expenses
$
 1,937,200
$
 4,634,457Trade
notes payable
-
526,000Convertible
notes
-
5,500,000Short-term
bank loans
4,113,000
4,812,900Other
payables
-
65,378Total
Current Liabilities
6,050,200
15,538,735LONG-TERM
DEBT
1,730,339
2,008,893MINORITY
INTEREST
98,753
-STOCKHOLDERS
EQUITYSeries
A convertible preferred stock, $0.0001 par value, 5,608,564shares
authorized, issued and outstanding
561
-Common
stock, $0.001 par value, 300,000,000 shares authorized24,505,000
shares issued and outstanding
24,505
23,005Series
B convertible preferred stock, $0.001 par value, 5,000,000shares
authorized, issued and outstanding
500
-Additional
paid-in capital
14,387,979
5,676,259Retained
earnings
3,671,863
1,896,256Statutory
reserves
348,009
348,009Accumulated
other comprehensive income
1,362,269
538,119Total
Stockholders Equity
19,795,686
8,481,648Total
Liabilities and Stockholders Equity
$27,674,978
$26,029,276  The accompanying notes are an integral part
of these financial statements.   - 4 -


JPAK GROUP, INC.  CONSOLIDATED STATEMENTS OF
OPERATIONS  AND COMPREHENSIVE INCOME   Three Months Ended
Six Months EndedDecember 31,
December 31,2007                  2006

2007                      2006(unaudited)
(unaudited)   REVENUE
$6,114,644
$5,371,875
$15,418,892
$13,048,360COST OF
SALES
4,319,117
4,246,343
11,306,299
10,130,300GROSS
PROFIT
1,795,527
1,125,532
4,112,593
2,918,060EXPENSESSelling,
general and administrative
1,009,581
1,315,884
2,361,114
2,429,019Depreciation
expense
22,241
12,902
41,054
25,006Total
Expenses
1,031,822
1,328,786
2,402,168
2,454,025INCOME (LOSS)
FROM OPERATIONS
763,705
(203,254)
1,710,425
464,035OTHER INCOME
(EXPENSES)Interest
income
8,113
-
32,295
-Interest
expense
(104,566)
(105,532)
(217,755)
(192,919)Other
income (expense), net
238,498
133,016
248,662
126,254Total
Other Income (Expenses)
142,045
27,484
63,202
(66,665)INCOME BEFORE
PROVISIONFOR
INCOME TAX
905,750
(175,770)
1,773,627
397,370PROVISION FOR
INCOME TAX
-
169,950
-
259,925NET INCOME
BEFORE MINORITY INTEREST
905,750
(345,720)
1,773,627
137,445MINORITY
INTEREST
(1,980)
(40,691)
(1,980)
22,108NET
INCOME
907,730
(305,029)
1,775,607
115,337OTHER
COMPREHENSIVE INCOME (LOSS)Foreign
currency translation adjustment
468,008
(27,828)
824,150
(38,053)COMPREHENSIVE
INCOME
$1,375,738
($   332,857)
$  2,599,757
$
      77,284BASIC
EARNINGS PER SHARE
$
          .04
($
          .01)
$
            .07
$
            .00DILUTED
EARNINGS PER SHARE
$
          .01
($
          .01)
$
            .05
$
            .00WEIGHTED
AVERAGESHARES
OUTSTANDINGBASIC
24,505,000
23,005,000
24,178,913
23,005,000DILUTED
46,374,102
23,005,000
33,856,385
23,005,000    The accompanying notes are an integral part
of these financial statements.  - 5 -           JPAK GROUP, INC.  CONSOLIDATED
STATEMENTS OF CASH FLOWS  FOR THE SIX MONTHS
ENDED DECEMBER 31,  (UNAUDITED)  2007
2006(Restated)
(Restated)CASH FLOWS FROM OPERATING ACTIVITIESNet Income
$1,775,607
$
  115,337Adjustments to reconcile net
income to net cashProvided
(used) by operating activities:Minority interest
(1,980)
22,108Depreciation and
amortization
518,645
346,145Gain on disposal of fixed
assets
-
(1,108,582)Changes in assets and
liabilities:Account receivables
1,937,765
3,909,791Inventory
676,659
(1,022,024)Restricted cash for trade notes
repayments
-
132,540Other receivables
(118,427)
(264,705)Prepaid expenses and other
current assets
703,834
(5,954)Advance payments
(2,013,322)
-Due from shareholders
-
(50,000)Accounts payable and accrued
expenses
(2,780,764)
(1,248,145)Other payables
(66,978)
(2,398,220)Other current
liabilities
-
237,984Total Adjustments
(1,144,568)
(1,449,062)Net Cash Provided (Used) By
Operating Activities
631,039
(1,333,725)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of property and
equipment
(576,378)
(121,407)Addition of construction in
progress
(155,702)
-Acquisition of Qingdao
-
(5,268,500)Investing
in Sub
(864,000)
-Cash acquired from the
subsidiary
99,019
-Net Cash Used By Investing
Activities
(1,497,061)
(5,389,907)CASH FLOWS FROM FINANCING ACTIVITIESTrade notes payable
(538,880)
102,967Additional capital
contribution
(452,462)
5,406,695Exercise of J warrants
5,000,000
-Proceeds from bank
loans
-
1,082,790Repayment of bank loans
(1,246,935)
-Net Cash Provided By
Financing Activities
2,761,723
6,592,452EFFECT OF FOREIGN CURRENCY TRANSLATION ON
CASH
195,703
47,745NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
2,091,404
(83,435)CASH AND CASH EQUIVALENTS  BEGINNING
4,938,200
1,289,995CASH AND CASH EQUIVALENTS  ENDING
$7,029,604
$1,206,560  The accompanying notes are an integral part
of these financial statements.  - 6 -     JPAK GROUP, INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)   NOTE 1 
ORGANIZATION AND NATURE OF BUSINESS  JPAK Group, Inc.
(Hereinafter JPAK) is a Cayman Islands based holding company incorporated on
June 22, 2006. In December 2006, the Company 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. 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. In October, Qingdao Renmin invested in Qingdao Delikang
Packing Machinery Co., Ltd., (Qingdao Delikang), a joint venture with Xian
Heiniu Machinery, Co. Qingdao Renmin is the 51% owner of Qingdao Delikang.  On August 9, 2007, the
Company completed a reverse acquisition of JPAK. Prior to the acquisition, Rx
Staffing Inc. (Rx Staffing or the Company) was a public shell company, as
that term is defined in Rule 12b-2 of the Exchange Act, established under the
laws of Nevada on December 6, 2004. To accomplish the share exchange The Company
issued 23,005,000 shares of common stock on a one to one ratio for a 100% equity
interest in JPAK. In accordance with the terms of the Share Exchange and Bill of
Sale of assets of Rx Staffing and Shaun Jones, Rx Staffing was delivered with
zero assets and zero liabilities at time of closing. Following the reverse
acquisition, the Company changed the name of Rx Staffing, Inc. to Jpak Group,
Inc.  The transaction was treated as a reverse merger whereby JPAK was
considered to be the accounting acquirer as its shareholders retained control of
RX Staffing after the exchange. Although the Company is the legal parent
company, the share exchange was treated as a recapitalization of JPAK. Thus,
JPAK is the continuing entity for financial reporting purposes. The Financial
Statements have been prepared as if JPAK had always been the reporting company
and then on the share exchange date, had changed its name and reorganized its
capital stock.  NOTE 2 
INTERIM FINANCIAL STATEMENTS  These interim financial
statements should be read in conjunction with the audited financial statements
for the 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 years
ended June 30, 2007 and 2006.  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.       - 7 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 4 
INVENTORY  Inventory at December 31, 2007 and June 30, 2007 consisted of the
following:   December 31,
June 30,2007
2007Finished
products
$   111,924
$   571,357Raw
materials
2,562,009
2,206,420Parts and
supplies
52,850
41,280Work in
process
123,030
574,839Total
$2,849,813
$3,393,896 NOTE 5 
RELATED PARTY TRANSACTIONS  Viewed
from the perspective of the financial statements of the reporting entity, a
related party may be any of the following:  ·Affiliates  ·Principal owners and close
kin  ·Management and close kin  ·Parents and subsidiaries  ·Equity method investors and
investees  ·Trusts for the benefit of
employees  ·Any other party that has the
ability to influence the management or operating policies of the reporting
enterprise significantly, to the extent that it may be prevented from fully
pursuing its own separate interests.  ·De facto agents of the entity  We did not have any
related party transactions accordingly.  NOTE 6 
DEFERRED FINANCING COSTS  Costs related to obtaining the convertible note 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 December 31, 2007 and June 30,
2007 were as follows:   December 31,
June
30,2007
2007Deferred
financing costs
$ 460,017
$460,017Less:
Accumulated amortization
460,017
54,945Net deferred
financing costs
$
            -
$405,072  Amortization of deferred financing costs charged to operations for
the six months ending December 31, 2007 and December 31, 2006 was $49,835 and
$-0-, respectively.     - 8 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 7
PROPERTY AND EQUIPMENT  Property
and equipment at December 31, 2007 and June 30, 2007 consisted of the
following:   December
31,
June 30,2007
2007Buildings
$  3,842,612
$  3,533,677Machinery
and equipment
10,854,604
9,848,634Subtotal
$14,697,216
13,382,311Less:
Accumulated depreciation
6,120,634
5,446,391Total
$  8,576,582
$ 7,935,920 Depreciation expense for six months ending December 31, 2007 and
2006 was $434,628, and $346,145, respectively. Depreciation expense for three
months ending December 31, 2007 and 2006 was 213,086 and $177,857,
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
December 31, 2007, accounts payable and accrued expenses were $1,521,913 and
$415,287, respectively. As of June 30 2007, accounts payable and accrued
expenses were $4,066,655 and $567,802, respectively.  NOTE 9 
CONVERSION OF CONVERTIBLE NOTES  On August 9, 2007, the convertible notes converted to the
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 the
financing.  NOTE 10 
SHORT-TERM BANK LOANS  Short-term bank loans as of December 31, 2007 consist of the
following:  On February 2nd, 2007, the Company
obtained a loan from China Industrialand Commercial Bank, of which the principal is to
be paid in full by February11th 2008, The interest is to be
calculated using an annual fixed interest rate of6.732% and paid monthly. The loan is secured by the
Company's equipment.
$
  685,500     - 9 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 10 
SHORT-TERM BANK LOANS(continued)  On April 10th, 2007 the Company obtained
a loan from China Industrialand Commercial Bank, of which the principal is to
be paid in full by April 9th2008. The interest is to be calculated using an
annual fixed interest rate of7.029% and paid monthly. The loan is secured by the
Company's equipment.
822,600On February 12th 2007, the Company
obtained a loan from Qingdao CityCommercial Bank, of which the principal is to be
paid in full by February 11th2008. The interest is to be calculated using an
annual fixed interest rate of6.732% and paid monthly. The loan is secured by the
Company's equipment.
2,193,600On May 25th 2007, the Company obtained a
loan from China Merchant  Bank,of which the principal is to be paid in full by May
25th 2008.  The interest isto be calculated using an annual fixed interest
rate of 6.57% and paid monthly.The loan is secured by the Company's
equipment.
411,300Total short-term bank
loans
$4,113,000  NOTE 11 
LONG-TERM DEBT  As of December 31, 2007 and June 30, 2007, the Company had
long-term debt of $1,730,339 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 and six months ended December 31, 2007, three
customers accounted for approximately 71% of the Companys sales, four vendors
accounted for approximately 94% 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 $ 7,029,604 at December 31, 2007.  NOTE 14 
SUPPLEMENTAL CASH FLOW DISCLOSURES   Six Months EndedDecember2007
2006Cash paid
for interest
$217,755
$192,919Cash paid
for income taxes
$
           -
$259,925  - 10 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 15 
RESTATEMENT TO REFLECT REVERSE MERGER ACCOUNTING  In August 2007, Jpak
Group Co., Ltd. (JPAK)  a private holding company established under the laws
of the Cayman Islands on June 22, 2006, acquired an 88.23% equity interest in
Qingdao Renmin through Grand International, the 100% owned subsidiary of JPAK.
 As a result of the acquisition, Qingdao Renmin became the majority owned
subsidiary of Grand International and an indirect majority owned subsidiary of
JPAK. Originally the Company accounted the acquisition using the purchase
method.  Grand International and Qingdao Renmin were considered as the
acquirer and acquiree respectively both from the business and accounting
perspectives.  The Company has changed
the Companys accounting method and the transaction has been regarded as a
reverse merger whereby Qingdao Renmin was considered to be the accounting
acquirer as both Grand International and JPAK were holding companies with no
significant operations and Qingdao Renmin continues as the primary operating
entity even after the exchange, although JPAK is the legal parent company.
 As such, Qingdao Renmin (and its historical financial statements) is the
continuing entity for financial reporting purposes and the share exchange was
treated as a recapitalization of JPAK. Thus, JPAK is the continuing entity for
financial reporting purposes. The financial statements have been prepared as if
JPAK had always been the reporting company and then, on the share exchange date,
had changed its name and reorganized its capital stock. Accordingly, the Company
has revised the financial statements to reflect reverse merger accounting.  Pursuant to
SEC Manual Item 2.6.5.4 Reverse acquisitions, the Company believes the statement
of stockholders equity in the Companys S-1 for the fiscal years ended June 30,
2007 and 2006 should be revised to disclose the effect of the reverse merger on
a retroactive basis. The SEC guidance requires  that in a reverse
acquisition the historical shareholders equity of the accounting acquirer prior
to the merger is retroactively restated (a recapitalization) for the equivalent
number of shares received in the merger after giving effect to any difference in
par value of the registrants and the accounting acquirers stock by an offset
in paid in capital. Based on this statement, the Company believes the statement
of stockholders equity should be revised to properly disclose the effects of
the reverse merger by retroactively restating the 23,005,000 shares given to
JPAK (accounting acquirer in the reverse merger with Rx Staffing). In addition,
the Company has revised the financial statements for the fiscal year ended June
30, 2007 to disclose the effect of the recapitalization on a retroactive
basis.                 - 11 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 15 
RESTATEMENT TO REFLECT REVERSE MERGER ACCOUNTING(continued)  The effect of restatement is as follows:  CONSOLIDATED BALANCE SHEETS  ASSETSAs reported under Acquisition
Accounting as at
As reported under Reverse Merger   Accounting as at
Effect of ChangeDecember 31,2007
December 31,2007CURRENT
ASSETSCash
and cash equivalents
$  7,029,604
$  7,029,604
$            
 -Account
receivables,
net
of allowance $40,603 and $38,945, respectively
6,976,926
6,976,926
-Inventory
2,849,813
2,849,813
-Other
receivables
120,519
120,519
-Prepaid
expenses and other current assets
72,645
72,645
-Advance
payments
2,048,889
2,048,889
-Deferred
placement agent warrant costs, net
1,093,131
-
(1,093,131)Total
Current Assets
20,191,527
19,098,396
(1,093,131)PROPERTY AND
EQUIPMENT, NET
8,576,582
8,576,582
-GOODWILL
1,017,245
-
(1,017,245)Total
Assets
$29,785,354
$27,674,978
($2,110,376)LIABILITIES AND STOCKHOLDERS EQUITYCURRENT
LIABILITIESAccounts
payable and accrued expenses
$  1,937,200
$  1,937,200
$
                 -Short-term
bank loans
4,113,000
4,113,000
-Total
Current Liabilities
6,050,200
6,050,200
-LONG-TERM
DEBT
1,730,339
1,730,339
-MINORITY
INTEREST
98,753
98,753
-STOCKHOLDERS
EQUITYSeries
A convertible preferred stock, $0.0001 par value,5,608,564
shares authorized, issued and outstanding
561
561
-Common
stock, $0.001 par value, 300,000,000 sharesauthorized
24,505,000 shares issued and outstanding
24,505
24,505
-Series
B convertible preferred stock, $0.001 par value,5,000,000
shares authorized, issued and outstanding
500
500
-Series
A warrants
1,540,000
-
(1,540,000)Series
B warrants
1,155,000
-
(1,155,000)Series
C warrants
833,333
-
(833,333)Series
D warrants
458,333
-
(458,333)Placement
agent warrants
1,127,313
-
(1,127,313)Additional
paid-in capital
11,590,258
14,387,979
2,797,721Retained
earnings
3,556,733
3,671,863
115,130Statutory
reserves
371,364
348,009
(23,355)Accumulated
other comprehensive income
1,248,162
1,362,269
114,107Total
Stockholders Equity
21,906,062
19,795,686
($2,110,376)Total
Liabilities and Stockholders Equity
$29,785,354
$27,674,978
($2,110,376)   - 12 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 15 
RESTATEMENT TO REFLECT REVERSE MERGER ACCOUNTING(continued)  CONSOLIDATED
STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE INCOME
As reported under  Acquisition
Accounting for the
six months ended
As reported under Reverse Merger
   Accounting for the
six months ended
Effect of ChangeDecember 31,2007
December 31,2007REVENUE
$15,418,892
$15,418,892
$
               -COST OF
SALES
11,306,299
11,306,299
-GROSS
PROFIT
4,112,593
4,112,593
- EXPENSESSelling,
general and administrative
2,395,296
2,361,114
(34,182)Depreciation
expense
41,054
41,054
-Total
Expenses
2,436,350
2,402,168
(34,182)INCOME FROM
OPERATIONS
1,676,243
1,710,425
(34,182)OTHER INCOME
(EXPENSES)Interest
income
32,295
32,295
-Interest
expense
(217,755)
(217,755)
-Other
income (expense), net
248,662
248,662
-Total
Other Income (Expenses)
63,202
63,202
-INCOME BEFORE
PROVISIONFOR
INCOME TAX
1,739,445
1,773,627
(34,182)PROVISION FOR
INCOME TAX
-
-
-NET INCOME
BEFORE MINORITY INTEREST
1,739,445
1,773,627
(34,182)MINORITY
INTEREST
(1,980)
(1,980)
-NET
INCOME
1,741,425
1,775,607
(34,182)OTHER
COMPREHENSIVE INCOMEForeign
currency translation adjustment
710,043
824,150
114,107COMPREHENSIVE
INCOME
$  2,451,468
$  2,599,757
$
   79,925    - 13 -    JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (UNAUDITED)  NOTE 15 
RESTATEMENT TO REFLECT REVERSE MERGER ACCOUNTING(continued)  CONSOLIDATED
STATEMENTS OF CASH FLOWS  As reported under  Acquisition
   Accounting for the
six months ended
As reported under Reverse Merger
   Accounting for the six months
ended
Effect of ChangeDecember 31, 2007
December 31, 2007 CASH
FLOWS FROM OPERATING ACTIVITIES  Net
Income
$1,741,425
$1,775,607
$  34,182Adjustments
to reconcile net income to net cashProvided
(used) by operating activities:Minority
interest
(1,980)
(1,980)
-Depreciation
and amortization
518,645
518,645
-Gain
on disposal of fixed assets
-
-
-Changes
in assets and liabilities:Account
receivables
1,937,765
1,937,765
-Inventory
676,659
676,659
-Other
receivables
(118,427)
(118,427)
-Prepaid
expenses and other current assets
703,834
703,834
-Advance
payments
(2,013,322)
(2,013,322)
-Accounts
payable and accrued expenses
(2,780,763)
(2,780,764)
(1)Other
payables
(66,978)
(66,978)
-Other
current liabilities
-
-
-Total
Adjustments
(1,144,567)
(1,144,568)
(1)Net Cash Used
By Operating Activities
596,858
631,039
34,181CASH FLOWS
FROM INVESTING ACTIVITIESAcquisition
of property and equipment
(576,378)
(576,378)
-Addition
of construction in progress
(155,702)
(155,702)
-Acquisition
of Qingdao
(864,000)
(864,000)
-Cash
acquired from the subsidiary
99,019
99,019
-Net Cash Used
By Investing Activities
(1,497,061)
(1,497,061)
-CASH FLOWS
FROM FINANCING ACTIVITIESTrade
notes payable
(538,880)
(538,880)
-Additional
capital contribution
(452,462)
(452,462)
-Exercise
of J warrants
5,000,000
5,000,000
-Repayment
of short term bank loans
(889,152)
(1,246,935)
(357,783)Repayment
of long term debt
(357,783)
-
357,783Net Cash
Provided By Financing Activities
2,761,723
2,761,723
-EFFECT OF
FOREIGN CURRENCYTRANSLATION
ON CASH
229,884
195,703
(34,181)NET INCREASE
IN CASH AND CASH QUIVALENTS
2,091,404
2,091,404
-CASH AND CASH
EQUIVALENTS  BEGINNING
4,938,200
4,938,200
-CASH AND CASH
EQUIVALENTS  ENDING
$7,029,604
$7,029,604
$
          - - 14 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 16  EARNINGS
(LOSS) PER SHARE  The Company presents
earnings per share on a basic and diluted basis.  Basic earnings (loss) per
share has been computed by dividing net earnings by the weighted average number
of shares outstanding.  Diluted earnings (loss) per share has been computed
by dividing net earnings by the weighted average number of shares outstanding
including the dilutive effect of equity securities on an if converted method.
All share and per share data have been adjusted retroactively to reflect the
recapitalization of the Company pursuant to the Securities Exchange Agreement
with Rx Staffing.  3 Months Ended December 31,
2007Net Income
Shares
Per ShareIncome from operations
$763,705
24,505,000
$0.03Basic EPS
$907,730
24,505,000
$0.04Effect of dilutive securities
$
           -
21,869,102
(0.02)Diluted EPS
$907,730
46,374,102
$0.023 Months Ended December 31,
2006Net Income
Shares
Per ShareLoss from operations
($203,254)
23,005,000
($0.01)Basic EPS
($305,029)
23,005,000
($0.01)Effect of dilutive securities
$
           -
-
-Diluted EPS
($305,029)
23,005,000
($0.01)6 Months Ended December 31,
2007Net Income
Shares
Per ShareIncome from operations
$1,710,425
24,178,913
$0.07Basic EPS
$1,775,607
24,178,913
$0.07Effect of dilutive securities
-
9,677,472
(0.02)Diluted EPS
$1,775,607
33,856,385
$0.056 Months Ended December 31,
2006Net Income
Shares
Per ShareIncome from operations
$ 464,035
23,005,000
$ 0.02Basic EPS
$ 115,337
23,005,000
$
0.00Effect of dilutive securities
-
-
-Diluted EPS
$ 115,337
23,005,000
$ 0.00            - 15 -     JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 17 
ALLOCATION OF PROCEEDS FROM THE EXERCISE OF SERIES J WARRANTS  On August 9, 2007, the
Company became a party to the NPA (Note Purchase Agreement dated May 17,2007 )
by and among the Company, Jpak, Grand International and the Investors.
 Pursuant to the NPAJpak issued Convertible Promissory Notes in the
aggregate principal amount of US$5.5 million to the Investors. As a result of
the Share Exchange, the Notes automatically converted into 5,608,564 shares of
Series A Convertible Preferred Stock outstanding. The shares of Series A
Convertible Preferred Stock are convertible into an aggregate of 11,217,128
shares of common stock. Under the terms of the Notes, the company also issued
(i) Series A Warrants to purchase an aggregate of 5,500,000 shares of common
stock (subject to adjustment) at an exercise price of US$.60 per share until
August 2013 (the Series A Warrants), (ii) Series B Warrants to purchase an
aggregate of 5,500,000 shares of common stock (subject to adjustment) at an
exercise price of US$.70 per share until August 2013 (the Series B Warrants)
and (iii) Series J Warrants to purchase (a) an aggregate of 5,000,000 shares of
Series B Convertible Preferred Stock, which preferred stock shall contain the
same terms as the Series A Convertible Preferred Stock (other than conversion
price), which shares will be convertible into 8,333,333 shares of the Companys
common stock, (b) Series C Warrants to purchase an aggregate of 4,166,667 shares
of common stock (subject to adjustment) at an exercise price of US$.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$1.00 per warrant and shall only be
exercisable until 90 days following the effective date of the registration
statement for which this prospectus forms a part. Finally, the Company also
granted warrants to purchase 990,000 shares of common stock with an exercise
price of US$.50 per share to the placement agent in the financing transaction.
These warrants have the same terms as the Series A and Series B Warrants, except
that they contain a cashless exercise provision.  On December 28, 2007,
the holders of the Companys outstanding Series J Warrants exercised in full
such warrants for aggregate gross proceeds of US$5.0 million to the Company.
 Upon exercise of the Series J Warrants and pursuant to their stated terms,
the Company issued to the holders of the Series J Warrants (a) an aggregate of
5,000,000 shares of the Companys Series B Convertible Preferred Stock, which
are convertible into an aggregate of 8,333,333 shares of the Companys common
stock, (b) Series C Warrants to purchase an aggregate of 4,166,667 shares of the
Companys common stock at an exercise price of US$0.72 per share and (c) Series
D Warrants to purchase an aggregate of 4,166,667 shares of the Companys common
stock (subject to adjustment) at an exercise price of US$0.84 per share. The
Series C Warrants and Series D Warrants have a term of six years from the date
of issuance.  The Company allocated
the proceeds received in the financing transaction  to the convertible
instrument and any other detachable instruments included in the exchange (such
as detachable warrants) on a relative fair value basis.  As the Series B
Convertible Preferred Stock was in-the-money, The Company used the intrinsic
value to calculate the fair value based on the conversion price. The Company
also calculated the fair value of Series C, Series D warrants and placement
agent warrants using the Black-Scholes option pricing model. The  risk-free
interest rate was 4.06%,  the interest rate of treasury instruments with
the same maturity.  Volatility was based on the historical volatility up to
December 28, 2007.  The total value of warrants and the value of Series A
Preferred - 16 -  shares were $8,802,501 and $13,333,333 respectively.
 Therefore, the Company allocated $1,988,292 and $3,011,708 to the
additional paid-in capital of common stocks and the additional paid-in capital
of preferred stocks respectively from the $5,000,000 proceeds of J warrants
exercise.        - 17 -  JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS   (UNAUDITED)  NOTE 18 
LIQUIDATED DAMAGE FOR INEFFECTIVE REGISTRATION STATEMENT  On August 9, 2007, the
Company entered into a Registration Rights Agreement with the Investors (the
Investor RRA). Under the Investor RRA, the Company was required to prepare and
file a registration statement for the sale of the Common Stock issuable to the
Investors under the Series A and Series B Preferred Stock and the Warrants and
to use the Companys best efforts to cause, and to maintain, the effectiveness
of the registration statement. The Company filed this registration statement to
fulfill the Companys obligations under the RRA. The Company is subject to
certain monetary obligations if, the registration statement is not declared
effective by the SEC by March 31, 2008. The obligations are payments in an
amount equal to 2% of the aggregate amount invested by such Investor (based upon
the number of Registrable Securities then owned by such Investor) for each 30
day period or any portion thereof following the date by which such Registration
Statement should have been effective, up to a maximum amount of 10%. Under the
Investor RRA, the shareholders of JPAK were granted piggyback registration
rights for 15,805,000 shares of the Companys common stock.  The Investor RAA also
contains provisions for the inability to register all of the shares underlying
all of the Series A and Series B Preferred Stock and Warrants due to the SECs
application of Rule 415.  Pursuant to those provisions, if the SEC issues
us a 415 comment, then the Company must first try to register the common stock
underlying the preferred stock (on a pro rata basis among the holders of the
Preferred Stock) and then register all of the common underlying the Warrants (on
a pro rata basis among the holders of the Warrants). The Company is filing the
Registration Statement to register for resale 687,106 shares of common stock
underlying the Series A Preferred Stock, as required by the terms of the
Investor RRA.  Subsequent registration statements required to be filed to
register the rest of the common stock underlying the preferred stock and
warrants issued in the financing will be filed on the later of (i) 60 days
following the sale of substantially all of the shares of common stock included
in this Registration Statement or any subsequent Registration Statement and (ii)
6 months following the effective date of this Registration Statement or any
subsequent Registration Statement, as applicable, or such earlier or later date
as permitted or required by the Commission.  Each such subsequent
registration statement must be declared effective by the earlier of (A) the 90th
day following the filing date of such Registration Statement (or in the event
such Registration Statement is reviewed by the Commission, the one hundred
twentieth (120th) day following such filing date) or (B) 5 business days after
SEC has no more comments. However, the Company does not have any monetary
obligations for any securities that were not permitted to be included in a
registration statement because of the SECs application of Rule 415 until such
time as such securities are required to be filed pursuant to the Investor RRA.
 In such case, the liquidated damages shall be calculated to only apply to
the percentage of securities which are permitted by the Commission to be
included in the Registration Statement.  Since the Company is
only able to register 687,106 common shares and the total common shares
underlying the Series A convertible preferred stock is 11,217,128, the Company
is only required to pay 6.13% (680,106/11.217,128) of the 2 percent ($110,000)
due per month under the terms of the Companys RAA.  Therefore, the
Companys monthly liquated damages will be roughly $6,738.07. Pursuant to
discussions with SEC staff covering interpretations of Rule 415, the Company
based the number of shares eligible for registration on the number of shares
currently outstanding (24,505,000) and the number of common shares currently
held by non-affilates (1,500,000 issued by RX Staffing prior to the reverse
merger and the 561,322 shares issued the American Capital America Markets Ltd.
as part of the merger).  NOTE 19 
SUBSEQUENT EVENTS  No material
transactions or events occurring after the balance sheet date required
disclosure in the quarterly financial statements for December 31, 2007.  - 18 -        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).
Previously, in September 2006, Jpak acquired an 88.23% equity interest in
Qingdao Renmin, our primary operating subsidiary located in the city of Qingdao
in Shandong Province in the Peoples Republic of China, through Grand
International, a Hong Kong company, which is the wholly owned subsidiary of
Jpak.  In July 2007, Grand International acquired the remaining 11.77%
state-owned equity interest in Qingdao Renmin and now owns 100% equity interest
in Qingdao Renmin.  The Share Exchange has been accounted for as a reverse
acquisition under the reverse merger method of accounting for business
combinations in accordance with generally accepted accounting principles in the
United States of America, or U.S. GAAP. As a result, Qingdao Renmin is
considered to be the accounting acquirer as both Grand International and Jpak
were holding companies with no significant operations and Qingdao Renmin
continues as the primary operating entity even after the Share Exchange,
although Jpak is the legal parent company.  As such, Qingdao Renmin (and
its historical financial statements) is the continuing entity for financial
reporting purposes and the Share Exchange will be treated as a recapitalization
of Jpak.  Thus, Jpak is the continuing entity for financial reporting
purposes.  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
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.   - 19 -     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.  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 December 31,
2007 and 2006  Three Months Ended December 31

2007

2006 Sales

$
6,114,644

$
5,371,875Cost of sales

$
4,319,117

$
4,246,343Total expenses

$
1,031,822

$
1,328,786Other income (expense)

$
142,045

$
27,484Income taxes

$
-

$
169,950Minority Interest

$
(1,980)

$
(40,691
)Net income

$
907,730

$
(305,029
)Foreign currency translation
adjustment

$
468,008

$
(27,828
)Comprehensive income

$
1,375,738

$
(332,857
)  Sales. Total sales were approximately US$6.1
million for the three months ended December 31, 2007 as compared to
approximately US$5.4 million for the three months ended December 31, 2006, an
increase of approximately US$0.7 million, or 13.8%. The increase resulted from
increased sale of our products and services to numerous new customers in 2007.
The increase of new customers was mainly due to shifting of the product lines
from traditional printing and packaging to aseptic liquid food and beverage
cartons. Monetary sales amount for the products have been treated as the key
performance indicators that management utilizes to assess operations.  Cost of Sales. Cost of sales for the three months
ended December 31, 2007 was approximately US$4.3 million, or 70.6% of sales, as
compared to US$4.2 million, or 79.1% of sales, for the three months ended
December 31, 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 significant
decrease in cost of sales to sales % was primarily due to gradual shifting of
the product lines from traditional printing and packaging to aseptic liquid food
and beverage cartons which have higher profit margins.  Selling, general and administrative expenses.
Selling, general and administrative expenses were approximately US$1.1 million
for the three months ended December 31, 2007 as compared to approximately US$1.3
million for the three months ended December 31, 2006, a decrease of
approximately US$0.2 million, or 20.8%. The decrease was mainly due to the
decrease of research and development expenses incurred in gradual shifting of
the product lines from traditional printing and packaging to aseptic liquid food
and beverage cartons. Substantial research and development expenses were
incurred during 2006 in order to shift the product lines.  Minority Interest In October
2007, Qingdao Renmin invested in Qingdao Delikang Packing Machinery Co., Ltd.,
(Qingdao Delikang), through a joint venture with Xian Heiniu Machinery, Co.
Qingdao Renmin is the 51% owner of Qingdao Delikang. The minority interest
relates to that subsidiary.  Net income. Net income was approximately US$0.9
million for three months ended December 31, 2007 as compared to net loss of
approximately US$0.3 million for the three months ended December 31, 2006, an
increase of US$1.2 million. The increase in net income was primarily due to
increase of sales, increase of profit margin of products and decrease of
selling, general and administrative expenses.  Our reporting currency is the US
dollar. Our local currency, Renminbi (RMB), is our functional currency. Results
of operations and cash flow are translated at average exchange rates during the
period, and assets and liabilities are translated at the unified exchange rate
as quoted by the Peoples Bank of China at the end of the period. Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the statement of shareholders equity. Transaction gains
and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.  - 20 -     Currency translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the consolidated statement of shareholders' equity and
amounted to gain of US$ 430,000 as of December 31, 2007 as compared to loss of
US$28,000 as of December 31, 2006. The balance sheet amounts with the exception
of equity at December 31, 2007 were translated at 7.29395 RMB to 1.00 US dollar
as compared to RMB7.80031 at December 31, 2006. The equity accounts were stated
at their historical rate. The average translation rates applied to income
statement accounts for the three months ended December 31, 2007, and December
31, 2006 were RMB7.44345 and RMB7.87384, respectively.  The comprehensive
income, which adds the currency adjustment to net income, was approximately
US$1.3 million for the three months ended December 31, 2007 as compared to
US$0.3 million loss for the three months ended December 31, 2006, an increase of
$1.6 million. The increase was primarily due to increase of foreign currency
translation adjustment US$0.4 million and increase of net income by US$1.2
million. There was an appreciation of RMB to US$ during the three months ended
December 31, 2007 as compared to that of 2006.  Comparison of the Six Months Ended December 31,
2007 and 2006  Six Months Ended December 31

2007

2006 Sales

$
15,418,892

$
13,048,360Cost of sales

$
11,306,299

$
10,130,300Total expenses

$
2,402,168

$
2,454,025Other income (expense)

$
63,202

$
(66,665
)Income taxes

$
-

$
259,925Minority Interest

$
(1,980
)
$
(22,108
)Net income

$
1,775,607

$
115,337Foreign currency translation
adjustment

$
824,150

$
(38,053
)Comprehensive income

$
2,599,757

$
77,284  Sales. Total sales were
approximately US$15.4 million for the six months ended December 31, 2007 as
compared to approximately US$13.0 million for the six months ended December 31,
2006, an increase of approximately US$2.4 million, or 18.5%. The increase
resulted from increased sale of our products and services to numerous new
customers in 2007. The increase of new customers was mainly due to shifting of
the product lines from traditional printing and packaging to aseptic liquid food
and beverage cartons. Monetary sales amount for the products have been treated
as the key performance indicators that management utilizes to assess
operations.  Cost of Sales. Cost of sales for the
six months ended December 31, 2007 was approximately US$11.3 million, or 73.4%
of sales, as compared to US$10.1 million, or 77.7% of sales, for the six months
ended December 31, 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 decrease in cost
of sales to sales % was primarily due to gradual shifting of the product lines
from traditional printing and packaging to aseptic liquid food and beverage
cartons which have higher profit margins.  Selling, general and administrative
expenses. Selling, general and administrative expenses were approximately
US$2.4 million for the six months ended December 31, 2007 as compared to
approximately US$2.5 million for the six months ended December 31, 2006, the
decrease of approximately US$0.1 million, or 4.0%. There was no significant
difference between the six months ended December 31, 2007 vs. 2006.  Minority Interest In October
2007, Qingdao Renmin invested in Qingdao Delikang Packing Machinery Co., Ltd.,
(Qingdao Delikang), a joint venture with Xian Heiniu Machinery, Co. Qingdao
Renmin is the 51% owner of Qingdao Delikang. The minority interest relates to
that subsidiary.  Net income. Net income was
approximately US$1.7 million for six months ended December 31, 2007 as compared
to net income of approximately US$0.1 million for the six months ended December
31, 2006, an increase of US$1.8 million. The increase in net income was
primarily due to increase of sales and increase of profit margin of
products.  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.  - 21 -     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$710,000 as of December 31, 2007 as compared to loss of
US$38,000 as of December 31, 2006. The balance sheet amounts with the exception
of equity at December 31, 2007 were translated at 7.29395 RMB to 1.00 US dollar
as compared to RMB7.80031 at December 31, 2006. The equity accounts were stated
at their historical rate. The average translation rates applied to income
statement accounts for the six months ended December 31, 2007, and December 31,
2006 were RMB7.50626 and RMB7.92547, respectively.  The comprehensive
income, which adds the currency adjustment to net income, was approximately
US$2.6 million for the six months ended December 31, 2007 as compared to
US$77,000 for the six months ended December 31, 2006, an increase of $2.5
million. The increase was primarily due to increase of foreign currency
translation adjustment US$0.7 million and increase of net income by US$1.7
million. There was an appreciation of RMB to US$ during the six months ended
December 31, 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 became 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 December 31, 2007, we had
working capital totaling approximately US$14.1 million, including cash and cash
equivalents of US$6.8 million.  Net cash provided in
operating activities was US$597,000 for the six months ended December 31, 2007.
This net cash provided was primarily due to the net income generated during the
six months ended December 2007. Net cash used US$1.3 million for the six months
ended December 31, 2006 was primarily related to reduction of account
receivables offsetting with decrease of accounts payables and other payables and
increase of inventory.  Net cash used in
investing activities for the six months ended December 31, 2007 amounted to
US$1.5 million and related primarily to the purchase of property and equipment
and the acquisition of the outstanding equity of Qingdao Renmin not owned by
Jpak. Net cash used in investing activities for the six months ended December
31, 2006 amounted to US$5.4 million was related to acquisition of the
outstanding equity of Qingdao Renmin not owned by Jpak.  Net cash provided in
financing activities for the six months ended December 31, 2007 was US$2.8
million and related primarily to exercise of J warrants. Net cash provided in
financing activities for the six months ended December 31, 2006 totaled US$6.6
million and related mainly to capital contribution.     - 22
-     We have entered into
several loan agreements with our primary lenders, Industrial and Commercial Bank
of China, Qingdao City Commercial Bank and China Merchant Bank, under which we
have term loans. As of December 31, 2007, we had an aggregate principal amount
of US$4.1 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 December 31, 2007, we were in material compliance with
the terms of our loan agreements.  Since
the principal amount of US$4.1 million will fall due between February 2008 to
May 2008, we will either repay the term loan or renew the loan according to the
financial position and cashflow position as at the maturity date of the term
loan. Since the financial and cashflow position is strengthening as compared for
the six months ended December 31, 2007 vs. 2006, we will repay some of the term
loan provided that that there is no additional working capital requirement.  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 $.0001 per share (the Preferred
Stock), which shares are convertible into an aggregate of 11,217,128 shares of
common stock, (ii) Series A Warrants to purchase an aggregate of 5,500,000
shares of common stock (subject to adjustment) at an exercise price of US$.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).  On December 28, 2007,
the holders of the Company's outstanding Series J Warrants exercised in full
such warrants for aggregate gross proceeds of US$5.0 million to the Company.
Pursuant to the terms of the Series J Warrants, the Company issued to the
holders of the Series J Warrants (a) an aggregate of 5,000,000 shares of the
Company's Series B Convertible Preferred Stock, which will be convertible into
an aggregate of 8,333,333 shares of the Company's Common Stock, (b) Series C
Warrants to purchase an aggregate of 4,166,667 shares of the Company's Common
Stock at an exercise price of US$0.72 per share and (c) Series D Warrants to
purchase an aggregate of 4,166,667 shares of the Company's Common Stock (subject
to adjustment) at an exercise price of US$0.84 per share. The Series C Warrants
and Series D Warrants have a term of six years from the date of issuance.  In connection with the
Financing, we also granted warrants to purchase 990,000 shares of common stock
with an exercise price of US$.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.    - 23 -     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. We generally recognize
product revenue when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and the collectibility is probable.
In instances where final acceptance of the product is specified by the customer,
revenue is deferred until all acceptance criteria have been met. We are
generally not contractually obligated to accept returns.  Accounts Receivable and allowance for Doubtful
Accounts.  Trade accounts
receivable are stated at the amount management expects to collect from balances
outstanding at the end of the period. An allowance is estimated based upon (i)
managements assessment of the credit history with customers having outstanding
balances and (ii) the current status of the relationship with the customer. It
is possible the allowance for doubtful accounts could materially differ than
managements estimate.  Inventory.  Our provision for
inventory write-downs are based on our best estimates of (i) product sale
prices, (ii) customer demand patterns, and (iii) our plan to transition
products. However, due to the fact that we operate in a highly competitive
industry that is characterized by aggressive pricing practices, downward
pressures on gross margins, and rapid technological advances it is foreseeable
that the estimates used by us to determine its provisions for inventory
write-downs will be materially different from the actual amounts or results.
Such differences could result in higher than expected inventory provisions and
related costs, which could have a materially adverse effect on our results of
operations and financial condition in the near term.  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 December 31, 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 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.
Due to the volatile nature of the Chinese Yuan, the results of operations and
financial condition could be materially impacted.  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.  - 24 -      Item 3. Quantitative and Qualitative Disclosure About
Market Risk  Not applicable.  Item 4. Controls and Procedures  Evaluation of Disclosure Controls and
Procedures  We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our reports under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Acting
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. Any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired
control objectives. Our management, with the participation of our Chief
Executive Officer and Acting Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2008.
Based upon that evaluation and subject to the foregoing, our Chief Executive
Officer and Acting 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 has led to a
misstatement in our financial statements.  On May 4, 2008, the Board of
Directors of Jpak Group, Inc. (we, us, our or the "Company") concluded
that the Company is required to restate its previously issued audited financial
statements for the year ended June 30, 2007 and the periods ended September 30,
2007, and December 31, 2007.  Subsequent to the issuance of these financial
statements, management identified various errors in connection with its 2007
financial statements and determined that a restatement was necessary in respect
of the following:  1. Revision of reverse acquisition accounting.On August
9, 2007, we completed a reverse acquisition of Jpak Group Co., Ltd. (Jpak
Ltd), a Cayman Islands Company.   As a result, Jpak Ltd became our
wholly owned subsidiary.  Previously, in September 2006, Jpak Ltd acquired
an 88.23% equity interest in Qingdao Renmin, our primary operating subsidiary
located in the city of Qingdao in Shandong Province in the Peoples Republic of
China, through Grand International, a Hong Kong company, which is the wholly
owned subsidiary of Jpak Ltd.  In July 2007, Grand International acquired
the remaining 11.77% state-owned equity interest in Qingdao Renmin and now owns
100% equity interest in Qingdao Renmin.  The acquisition of Qingdao Renmin
was initially accounted for using the purchase method. Subsequent to the
issuance of the June 30, 2007, financial statements, management revisited the
acquisition and deemed the transaction to be a reverse acquisition for
accounting purposes. Qingdao Renmin was considered to be the accounting acquirer
as both Grand International and Jpak Ltd were holding companies with no
significant operations and Qingdao Renmin continues as the primary operating
entity even after the exchange, although Jpak Ltd is the legal parent company.
 As such, Qingdao Renmin (and its historical financial statements) is the
continuing entity for financial reporting purposes and the share exchange will
be treated as a recapitalization of Jpak Ltd.  Thus, Jpak Ltd is the
continuing entity for financial reporting purposes.  Accordingly, we will
prepare the financial statements as if Jpak Ltd. had always been the reporting
company and then on the share exchange date, changed its name and reorganized
its capital stock.  Accordingly, we shall revise our financial statements
to reflect reverse merger accounting by eliminating the goodwill and adjusting
the additional paid-in capital.  2. Revision of capitalized costs related to financing
transaction. In connection with the US$5,500,000 financing that we completed in
August 2007, we granted warrants, with an exercise price of US$0.50 per share,
to purchase up to 990,000 shares of common stock to the placement agent of the
Financing. The expiration date of this warrant is May 17, 2011. Furthermore, as
a result of the investors exercise of their Series J warrants in December 2007,
we granted the placement agent an additional warrant to purchase up to 750,000
shares of common stock with an exercise price of US$0.60 per share; the
expiration date of this warrant is December 28, 2011. These placement agent
warrants have the same terms as the Series A and Series B Warrants we issued to
the investors.  The cost related to the two placement agent - 25 -  warrants and Series B Warrants we issued to the investors.
 The cost related to the two placement agent warrants were originally
capitalized and amortized over the term of the warrants.
   However, after further  discussion  and research, we
 believe  the  warrants  issued to  the placement 
agents  are directly attributable to raising capital; if we had not issued
the warrants to the placement agent, we would have paid the same amount of cash
as the fair value of the warrants.  Therefore, we will allocate the
proceeds received in a financing transaction to the preferred shares and
warrants on a relative fair value basis to the additional paid-in capital of
preferred shares and common shares, respectively.  This control deficiency resulted in a misstatement to
substantially all of our financial statements and disclosures covering the year
ended June 30, 2007 and onward, which resulted in a material misstatement to
such annual and interim financial statements (September 30, 2007 and December
30, 2007) that was not prevented or detected. Accordingly, management has
concluded that this control deficiency constitutes a material weakness.  Remediation Plan for Material Weaknesses  The
material weaknesses described above in Evaluation of Disclosure Controls and
Procedures comprise control deficiencies that we discovered in the third
quarter of fiscal year 2008 as we were preparing responses to SEC comments
regarding the registration statement on Form S-1 that we filed on February 29,
2008.  Pursuant to this discovery, we formulated a remediation plan and
initiated remedial action to address those material weaknesses. The elements of
the remediation plan are as follows:   
Appoint a new Acting Chief Financial Officer.On May
8, 2008, we appointed Dongliang (Frank) Su as our Acting Chief Financial
Officer; Ming Qi resigned as our Chief Financial Officer, although he will
maintain his position as a director on our Board on that same day.
 Mr. Su has extensive US GAAP and regulatory experience and maintains
a deep understanding of GAAP and financial statements.  Mr. Su is
highly skilled in analyzing and evaluating various financial issues and in
preparing financial statements.   
Restate Financial Statement:We are restating our
financial statements for the year ending June 30, 2007 and our interim
financial statements for the quarters ending September 30, 2007 and
December 31, 2007 so that the correct accounting treatment is reflected in
those statements and flows through them accordingly.
Seeking and Recruiting Additional Accounting
Professionals.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 filings for the Securities and Exchange
Commission. Although we believe that these corrective steps will enable
management to conclude that our disclosure controls are effective and these
measures will remediate the material weaknesses discussed above 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.  Changes in Internal Controls Over Financial Reporting  Except
as described above, there have been no changes in our internal controls over
financial reporting that occurred during our last fiscal quarter to which this
Quarterly Report on Form 10-QSB relates that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.   - 26
-      PART II - OTHER INFORMATION  Item 1. Legal Proceedings  Not applicable.  Item 1A. Risk Factors  Except as set forth below, there have been
no changes to the risk factors set forth in our filings with the Securities and
Exchange Commission.  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.  - 27 -     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.   - 28
-     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.  - 29 -     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.  We may be exposed to risks relating
to our disclosure controls and our internal controls and may need to incur
significant costs to comply with applicable requirements. Based on the evaluation done by our management at December 31,
2007, our disclosure controls were deemed deficient, in that we could not assure
that information required to be disclosed in our SEC reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and communicated to our
management, so as to allow timely decisions regarding required
disclosures.  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 SEC filings. This material weakness caused us to
be late in the filing of our Quarterly Report on Form 10-Q for
the quarter ended December 31, 2007. In our quarterly report for the
quarter ending September 30, 2007, we did not have sufficient resources to
discover and correctly account for the impact of the issuance of certain
warrants on our financial statements.  In addition, this lack of staffing
and resources led to a misstatement in our financial statements.  Based on the evaluation done by our
management as of March 31, 2008, our internal controls were deemed deficient, in
that we did not accurately account for the Share Exchange and related
transactions so as to avoid a material misstatement in our financial statements
that would not be prevented or detected in a timely manner.  Due to SEC
comments we received concerning our registration statement on Form S-1, we
conducted further research about how to account for the share exchange and
related activities and only then did management recognize the material weakness.
This material weakness caused an error in our financial statements regarding how
we accounted for the share exchange and the placement agent warrants issued in
the financing that closed simultaneously with the share exchange.  These
mistakes flowed through to our financial statements for the quarters ending
September 30, 2007 and December 31, 2007.  On May 4, 2008, the Board of
Directors concluded that we are required to restate our previously issued
audited financial statements for the year ended June 30, 2007 and the periods
ended September 30, 2007 and December 31, 2007.  Subsequent to the issuance
of these financial statements, management identified various errors in
connection with its 2007 financial statements and determined that a restatement
was necessary.  Restated financial statements for the year ending June 30,
2007 will be included in an amendment to our Registration Statement on Form S-1;
restated financials for the quarter ending September 30, 2007 will be
 included in an amendment to the quarterly report for such period, which we
filed on this same date and restated financials for the quarter ending December
31, 2007 are included in this amendment to our quarterly report.  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 SEC filings.  No assurances can be given that we will be
able to adequately remediate existing deficiencies in disclosure controls and
not have deficiencies when we report on internal controls.  Although we
believe that these corrective steps  restating our financial statements and
hiring a new Acting CFO (see Managementsection below)  will enable
management to conclude that our disclosure controls are effective and these
measures will remediate the material weaknesses discussed above 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 and to otherwise comply with the internal controls rules under Section
404 of the Sarbanes-Oxley Act which will be newly applicable to us for the fist
time at the end of this fiscal year.  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 additional 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.  - 30 -     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.  - 31
-     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.   - 32
-     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.   - 33
-     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.    - 34
-     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.    - 35
-     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.   - 36 -     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  - 37
-     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.   - 38
-     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  We filed a Current
Report on Form 8-K on May 8, 2008, to disclose that our previously issued
financial statements for the year ended June 30, 2007 (which were included in
our Registration Statement on Form S-1), and the quarters ended September 30,
2007, and December 31, 2007, should no longer be relied upon because management
identified various errors in connection with its 2007 financial statements and
determined that a restatement was necessary.  We
disclosed that this material weakness caused an error in our financial
statements regarding how we accounted for the share exchange and the placement
agent warrants issued in the financing that closed simultaneously with the share
exchange and the cash flow translation in our June 30, 2007 financial
statements.  However, since filing our Quarterly Report on Form 10-Q for
the quarter ending March 31, 2008, we believe that we did not err in our cash
flow translation and therefore we are not changing our translation method.
 Other than as stated herein, no other changes were made to the 8-K and all
of the other information contained therein remains accurate.   Item 6. Exhibits  See Exhibit Index on
page 20 for a description of the documents that are filed as Exhibits to
this report on Form 10-Q or incorporated by reference herein.    - 39
-      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 WangYijun Wang
Chief Executive OfficerBy:
/s/ Dongliang (Frank) SuDongliang (Frank) Su, Acting Chief Financial
Officer  Date: May 23, 2008   - 40
-      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

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 January 4, 2008).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

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 January 8, 2008).4.7

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 January 8, 2008).10.1

Note Purchase Agreement by and among Jpak Group
Co., Ltd, Grand International Industrial Limited and the investors
identified therein, dated as of May 17, 2007 (incorporated by reference to
Exhibit 10.1 of Rx Staffing, Inc.s Form 8-K filed on August 15,
2007).10.2

Joinder Agreement executed by Jpak Group, Inc.,
dated as of August 9, 2007 (incorporated by reference to Exhibit 10.2 of
Rx Staffing, Inc.s Form 8-K filed on August 15, 2007).10.3

Registration Rights Agreement by and among Jpak
Group, Inc. and the purchasers named therein, dated as of August 9, 2007
(incorporated by reference to Exhibit 10.3 of Rx Staffing, Inc.s Form 8-K
filed on August 15, 2007).10.4

Securities Escrow Agreement by and among Jpak
Group, Inc., the purchasers named therein, the principal stockholders of
Jpak Group, Inc. named therein and the escrow agent named therein, dated
as of August 9, 2007 (incorporated by reference to Exhibit 10.4 of Rx
Staffing, Inc.s Form 8-K filed on August 15, 2007).10.5

Lock-Up Agreement by and among Jpak Group, Inc. and
the shareholders of Jpak Group, Inc. named therein, dated as of August 9,
2007 (incorporated by reference to Exhibit 10.5 of Rx Staffing, Inc.s
Form 8-K filed on August 15, 2007).  - 41 -        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). 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.            - 42 -