UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,
2008  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 13, 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. .        JPAK GROUP, INC.  INDEX  Page
NumberPART I - FINANCIAL INFORMATIONItem 1.

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

3Consolidated Statements of Operations
(unaudited)Three months ended March
 31, 2008 and 2007

4Consolidated Statements of Cash Flows
(unaudited)Three months ended March 31,
2008 and 2007

5Notes to Condensed Consolidated Financial
Statements

6Item 2.

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

10Item 3.

Quantitative and Qualitative Disclosure About
Market Risks

16Item 4.

Controls and Procedures

16PART II - OTHER INFORMATIONItem 1.

Legal Proceedings

17Item 1.A

Risk Factors

17Item 2.

Unregistered Sales of Equity Securities and Use of
Proceeds

18Item 3.

Defaults Upon Senior Securities

18Item 4.

Submission of Matters to a Vote of Security
Holders

18Item 5.

Other Information

18Item 6.

Exhibits

18  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 March 31,
2008, and the related consolidated statements of operations and other
comprehensive income for the three-month and nine-month periods ended March 31,
2008 and 2007 and cash flows for the nine-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 May 8, 2008              - 1 -


JPAK GROUP,
INC.  CONSOLIDATED BALANCE SHEETS  ASSETS    March 31,
June 30,2008
2007(unaudited)CURRENT
ASSETSCash
and cash equivalents
$  4,790,573
$  4,938,200Account
receivables, net of allowance $50,209 and $38,945, respectively
9,599,369
8,583,396Inventory
4,529,545
3,393,896Other
receivables
1,000,823
-Prepaid
expenses and other current assets
251,984
772,792Advance
payments
425,776
-Deferred
financing costs, net
-
405,072Total
Current Assets
20,598,070
18,093,356PROPERTY AND
EQUIPMENT, NET
11,532,961
7,935,920Total
Assets
$32,131,031
$26,029,276LIABILITIES AND STOCKHOLDERS EQUITYCURRENT
LIABILITIESAccounts
payable and accrued expenses
$  3,558,752
$  4,634,457Trade
notes payable
1,713,600
526,000Convertible
notes
-
5,500,000Short-term
bank loans
3,570,000
4,812,900Advanced
Payment from customer
34,063
-Other
payables
74,598
65,378Total
Current Liabilities
8,951,013
15,538,735LONG-TERM
DEBT
1,361,027
2,008,893MINORITY
INTEREST
104,958
-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
24,505Series
B convertible preferred stock, $0.001 par value, 5,000,000shares
authorized, issued and outstanding
500
-Additional
paid-in capital
1,4387,979
5,674,759Retained
earnings
4,788,287
1,896,256Statutory
reserves
348,009
348,009Accumulated
other comprehensive income
2,164,192
538,119Total
Stockholders Equity
21,714,033
8,481,648Total
Liabilities and Stockholders Equity
$32,131,031
$26,029,276       The accompanying notes are an integral part
of these financial statements.  - 2 -


JPAK GROUP,
INC.  CONSOLIDATED
STATEMENTS OF OPERATIONS  AND COMPREHENSIVE
INCOME    Three Months Ended
Nine Months EndedMarch 31,
March 31,2008
2007
2008
2007(unaudited)
(unaudited)REVENUE
$10,813,896
$8,145,551
$26,232,788
$21,193,911COST OF
SALES
7,876,883
6,233,657
19,183,182
16,363,957GROSS
PROFIT
2,937,013
1,911,894
7,049,606
4,829,954EXPENSESSelling,
general and administrative
1,739,522
932,014
4,141,691
3,386,039Total
Expenses
1,739,522
932,014
4,141,691
3,386,039INCOME FROM
OPERATIONS
1,197,491
979,880
2,907,915
1,443,915OTHER INCOME
(EXPENSES)Interest
income
5,249
2,250
37,544
2,250Interest
expense
(65,942)
(95,045)
(284,318)
(287,964)Other
income (expense), net
(18,393)
471
230,890
126,725Total
Other Income (Expenses)
(79,086)
(92,324)
(15,884)
(158,989)INCOME BEFORE
PROVISIONFOR
INCOME TAX
1,118,405
887,556
2,892,031
1,284,926PROVISION FOR
INCOME TAX
-
2,378
-
262,303NET INCOME
BEFORE MINORITY INTEREST
1,118,405
885,178
2,892,031
1,022,623MINORITY
INTEREST
1,980
104,157
-
126,265NET
INCOME
1,116,425
781,021
2,892,031
896,358OTHER
COMPREHENSIVE INCOME (LOSS)Foreign
currency translation adjustment
801,923
136,598
1,626,073
98,545COMPREHENSIVE
INCOME
$2,323,586
$    917,619
$  5,001,533
$     994,903BASIC
EARNINGS PER SHARE
$
          .05
$
           .03
$
            .12
$
            .04DILUTED
EARNINGS PER SHARE
$
          .02
$
           .03
$
            .06
$
            .04WEIGHTED
AVERAGESHARES
OUTSTANDINGBASIC
24,505,000
23,005,000
24,286,022
23,005,000DILUTED
46,903,748
23,005,000
44,576,470
23,005,000       The accompanying notes are an integral part
of these financial statements.  - 3 -


JPAK GROUP,
INC.  CONSOLIDATED
STATEMENTS OF CASH FLOWS  FOR THE NINE MONTHS
ENDED MARCH 31,   2008
2007(unaudited)
(unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet Income
$2,892,031
$   896,358Adjustments to reconcile net
income to net cashProvided
(used) by operating activities:Bad debt
expense
7,521
31,372Minority interest
-
126,265Depreciation and
amortization
722,211
558,230Loss on disposal of fixed
assets
-
171,948Changes in assets and
liabilities:Account receivables
(271,952)
2,165,161Inventory
(801,688)
(961,410)Restricted cash for trade notes
repayments
-
961,996Other receivables
(950,642)
86,883Advance payments
(404,428)
-Prepaid expenses and other
current assets
536,561
(55,725)Due from shareholders
-
(97,106)Accounts payable and accrued
expenses
(1,335,844)
(1,291,987)Advanced payment from
customers
32,355
-Other payables
3,421
(2,579,021)Total Adjustments
(2,462,485)
(883,394)Net Cash Provided By
Operating Activities
429,546
12,964CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of property and
equipment
(2,761,488)
(1,739,421)Acquisition of construction in
progress
(679,820)
-Cash acquired from the
subsidiary
99,695
-Net Cash Used By Investing
Activities
(3,341,613)
(1,739,421)CASH FLOWS FROM FINANCING ACTIVITIESTrade notes payable
1,085,120
(850,564)Proceeds from capital
contribution
3,898,813
234,474Proceeds from short term bank
loans
-
1,496,350Repayment of bank loans
(2,352,778)
-Net Cash Provided By
Financing Activities
2,631,155
880,260EFFECT OF FOREIGN CURRENCY TRANSLATION ON
CASH
133,285
28,835NET DECREASE IN CASH AND CASH
EQUIVALENTS
(147,627)
(817,362)CASH AND CASH EQUIVALENTS  BEGINNING
4,938,200
1,289,995CASH AND CASH EQUIVALENTS  ENDING
$4,790,573
$
  472,633     The accompanying notes are an integral part
of these financial statements. - 4 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)  NOTE 1 
ORGANIZATION AND NATURE OF BUSINESS  JPAK Group, Inc. (Jpak) is a Cayman Islands based holding
company incorporated on June 22, 2006. In December 2006, We 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), 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. Per 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 regarded 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.  EARNINGS PER SHARE  The
Company presents earnings per share on a basic and diluted basis.
 Basic earnings per share has been computed by dividing net earnings by the
weighted average number of shares outstanding. Diluted earnings per share has
been computed by dividing net earnings plus convertible preferred dividends and
interest (after-tax) on convertible debt by the weighted average number of
shares outstanding including the dilutive effect of equity securities. The
weighted average number of shares calculated for Diluted EPS excludes the
potential common stock that would be exercised under the options and warrants
granted to officers because the inclusion of the potential shares from these
options and warrants would cause an antidilutive effect by increasing the net
earnings per share.  All share and per share
data have been adjusted to reflect the recapitalization of the Company after the
share exchange agreement with Rx Staffing.  3 Months Ended March 31,
2008Net Income
Shares
Per ShareIncome from operations
$1,197,491
24,505,000
$0.05Basic EPS
$1,116,425
24,505,000
$0.05Effect of dilutive securities
$
              -
22,398,748
($0.03)Diluted EPS
$1,116,425
46,903,748
$0.023 Months Ended March 31,
2007Net Income
Shares
Per ShareIncome from operations
$
  979,880
23,005,000
$0.04Basic EPS
$
  781,021
23,005,000
$0.03Effect of dilutive securities
$
              -
-
$     -Diluted EPS
$
  781,021
23,005,000
$0.03       JPAK GROUP, INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)  NOTE 3 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  EARNINGS PER SHARE (continued)  9 Months Ended March 31,
2008Net Income
Shares
Per ShareIncome from operations
$2,907,915
24,286,022
$0.11Basic EPS
$2,892,031
24,286,022
$0.12Effect of dilutive securities
$
              -
20,071,470
($0.06)Diluted EPS
$2,892,031
44,576,470
$0.069 Months Ended March 31,
2007Net Income
Shares
Per ShareIncome from operations
$1,443,915
23,005,000
$0.06Basic EPS
$
  896,358
23,005,000
$0.04Effect of dilutive securities
$
              -
-
$     -Diluted EPS
$
  896,358
23,005,000
$0.04    NOTE 4 
INVENTORY  Inventory at March 31, 2008 and June 30, 2007 consisted of the
following:  March 31,
June 30,2008
2007Finished
products
$   935,574
$   571,357Raw
materials
2,954,803
2,206,420Parts and
supplies
74,562
41,280Work in
process
564,606
574,839Total
$4,529,545
$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  · Trust 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 interest.  · De facto agents of the entity  The Company did not have any related party transactions
accordingly.  - 6 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)   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 March 31, 2008 and June 30, 2007
were as follows:  March 31,
June 30,2008
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 nine months ending March 31, 2008 and June 30, 2007 was $0 and $54,945,
respectively.  NOTE 7
PROPERTY AND EQUIPMENT  Property
and equipment at March 31, 2008 and June 30, 2007 consisted of the
following:  March 31,
June 30,2008
2007Buildings
$  3,837,331
$  3,533,677Machinery
and equipment
13,602,201
9,848,634Subtotal
$17,439,532
13,382,311Less:
Accumulated depreciation
(6,622,276)
5,446,39110,817,256
7,935,920Construction
in progress
715,705
-Total
$11,532,961
$7,935,920 Depreciation expense for nine months ending March 31, 2008 and
2007 was $722,211, and $558,230, respectively. Depreciation expense for three
months ending March 31, 2008 and 2007 was 287,583 and $212,085,
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
March 31, 2008, accounts payable and accrued expenses were $2,506,486 and
$1,052,266, 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  In August 9, 2007, the convertible notes converted to following
items: (i) 5,608,564 shares of our 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 our 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.    - 7 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)   NOTE 10 
SHORT-TERM BANK LOANS  Short-term bank loans as of March 31, 2008 consist of the
following:  On April 10th, 2007 We 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 our
equipment.
$
  856,800On February 12th 2007, We 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 our
equipment.
2,284,800On May 25th 2007, We 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 our equipment.
428,400Total short-term bank
loans
$3,570,000  NOTE 11 
LONG-TERM DEBT  As of March 31, 2008 and June 30, 2007, the Company had
long-term debt of $1,361,027 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 nine months ended March 31, 2008, three
customers accounted for approximately 44.4% of our sales, five vendors accounted
for approximately 80.48% of our purchases.  Our operations are carried out in the PRC. Accordingly, our
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. Our 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 us to credit risk
consist principally of cash on deposit with financial institutions of $
4,790,573.  NOTE 14 
SUPPLEMENTAL CASH FLOW DISCLOSURES  Nine Months EndedMarch 312008
2007Cash paid
for interest
$248,318
$287,964Cash paid
for income taxes
$
           -
$262,303    - 8 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)   NOTE 15 
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 date of May 17,2007 by and among Jpak, Grand
International Industrial Limited and in certain identified investors) by and
among the Company, Jpak, Grand International and 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$5.5 million to the
Investors. As a result of the Share Exchange, the Notes automatically converted
into 5,608,564 shares of Series A Convertible Preferred Stock outstanding. The
shares of Series A Convertible Preferred Stock are convertible into an aggregate
of 11,217,128 shares of common stock. Under the terms of the
Notes, theCompany also issued (i) Series A Warrants to purchase an
aggregate of 5,500,000 shares of common stock (subject to adjustment) at an
exercise price of US$.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$.70 per share until
August 2013 (the Series B Warrants) and (iii) Series J Warrants to purchase
(a) an aggregate of 5,000,000 shares of Series B Convertible Preferred Stock,
which preferred stock shall contain the same terms as the Series A Convertible
Preferred Stock (other than conversion price), which shares will be convertible
into 8,333,333 shares of our common stock, (b) Series C Warrants to purchase an
aggregate of 4,166,667 shares of common stock (subject to adjustment) at an
exercise price of US$.72 per share (the Series C Warrants) and (c) Series D
Warrants to purchase an aggregate of 4,166,667 shares of common stock (subject
to adjustment) at an exercise price of US$.84 per share (the Series D
Warrants). The Series J Warrants shall be exercisable at an exercise price of
US$1.00 per warrant and shall only be exercisable until 90 days following the
effective date of the registration statement for which this prospectus forms a
part. Finally, the Company also granted warrants to purchase 990,000
shares of common stock with an exercise price of US$.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 our outstanding Series J
Warrants exercised in full such warrants for aggregate gross proceeds of US$5.0
million to us. 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 our Series B Convertible
Preferred Stock, which are convertible into an aggregate of 8,333,333 shares of
our common stock, (b) Series C Warrants to purchase an aggregate of 4,166,667
shares of our 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 our 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 a financing
transaction that includes a convertible instrument 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, we
used the intrinsic value to calculate the fair value based on the conversion
price. We also calculated the fair value of Series C, Series D warrants and
placement agent warrants using the Black-Scholes model.  Risk-free interest
rate was 4.06%, same as the interest rate of treasury 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 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.  In connection with the
financing, the Company issued warrants to purchase 990,000 shares of
common stock at an exercise price equal to $0.50 per share, and warrants to
purchase 750,000 shares of common stock at an exercise price equal to $0.60 per
share, to the placement agent, certain of which warrants were issued to officers
and employees of the placement agent. The warrants are exercisable by the
holders thereof and the holders are not entitled to net cash settlement of the
warrants. The warrants do not contain any redemption rights. In addition, the
warrants have a term of four years from issuance and contain piggyback
registration rights. If certain changes occur to our capitalization, such as a
stock split or stock dividend of the common stock, then the exercise price and
number of shares issuable upon exercise of the warrants will be adjusted
appropriately. The placement agent warrants do not contain any adjustments for
issuances of common stock below the exercise price of the warrants. Generally,
if we have any capital reorganization, reclassification of our capital stock,
consolidation or merger in which we are not the survivor, or sale, transfer or
other disposition of all or substantially all of our assets to another
corporation, then the holder will have the right to receive in lieu of the
shares issuable upon exercise of their securities, securities or assets as would
have been issuable or payable with respect to or in exchange for a number of
shares equal to the number of shares immediately exercisable before such
transaction took place and appropriate adjustments to the terms of the warrants
will be made.  The
Company estimated the fair market value of the 990,000 warrants issued to
the placement agent using the Black-Scholes model.  Risk-free interest rate
was 4.57%, same as the interest rate of treasury with the same maturity.
 Volatility was based on the historical volatility up to September 30,
2007.  The total value of the 990,000 warrants was US$802,500.       - 9 -   JPAK GROUP,
INC.  NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  MARCH 31, 2008 AND 2007  (UNAUDITED)   NOTE 16 
LIQUIDATED DAMAGES FOR INEFFECTIVE REGISTRATION STATEMENT  On August 9, 2007, the Company also entered into a
Registration Rights Agreement with the Investors (the Investor RRA). Under the
Investor RRA, we were 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 our best efforts to cause,
and to maintain, the effectiveness of the registration statement. We
filed a registration statement to fulfill our obligations under the RRA. We
are subject to certain monetary obligations if, this 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 our common stock.  The Investor Registration Rights Agreement (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 we 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 filed the initial
registration statement on Form SB-2 on October 9, 2007, the initial S-1 on
November 9, 2007 and Pre-Effective Amendment No. 1 on February 29,
2008.  The Company received a 415 comment from the SEC and shall
respond accordingly, registering that number of shares as is allowed pursuant to
Rule 415 and in accordance with the terms of the RAA.  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, we are 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 RAA.  Therefore, our monthly liquidated damages will be roughly
$6,738.07. Per our conversions with the SEC staff and our understanding of
telephone interpretations of Rule 415, the Company based the number of
shares eligible for registration on number of share currently outstanding
(24,505,000) and the number of common shares currently held by
non-affiliates.  NOTE 17 
SUBSEQUENT EVENTS  None.    -10-        Item
2. Managements Discussion and Analysis of Financial Condition and Results of
Operations  We
did not conduct any operations during periods up through the date of the share
exchange (the Share Exchange)which was completed in August 2007
pursuant to which we acquired all of the outstanding shares of capital stock of
Jpak Group Co., Ltd., an exempted company organized under the laws of the Cayman
Islands (Jpak). The Share Exchange has been accounted for as a reverse
merge accounting for business combinations in accordance with generally
accepted accounting principles in the United States of America, or U.S.
GAAP.Reported results of operations of the combined group reflect Jpaks
operations. As a result, we have included elsewhere in this Quarterly Report on
Form 10-Q the consolidated financial statements of Jpak, our subsidiary which
indirectly owns Qingdao Renmin Printing Co., Ltd. our operating subsidiary
(Qingdao Renmin). Jpak owns 100% equity interest in Qingdao Renmin through its
wholly owned subsidiary Grand International Industrial Limited, a company
organized under the laws of Hong Kong (Grand International).  The
following discussion and analysis of our financial condition and result of
operations contains forward-looking statements and involves numerous risks and
uncertainties, including, but not limited to, those described in the "Risk
Factors" section of this Quarterly Report on Form 10-Q and
in the other reports we file with the Securities and Exchange Commission. Actual
results may differ materially from those contained in any forward-looking
statements.  The
following discussion and analysis of our financial condition and result of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report on Form 10-Q.  Overview  We
are engaged primarily in the development, manufacture, and distribution of
aseptic liquid food and beverage cartons for milk, fruit juices, soy milk,
yogurt drinks, iced tea, coffee, sauces and other liquid foods and beverages in
China. Since 2004, we have started and focused on the research and development,
and we believe we are the largest and leading domestic supplier of aseptic
liquid food and beverage cartons in China. Our business is primarily in China,
but we have recently begun contract manufacturing products for export primarily
to Southeast Asia.  Our
growth strategy consists of consolidating our market leader position among
domestic liquid food and beverage aseptic carton suppliers and to pursue
expansion in the China market as well as selective Asian and Middle Eastern
markets. We intend to achieve our goal by pursuing the following strategies:  ·
 Increasing output to further penetrate the China market;  ·
 Offering bundled packaging materials and filling machines;  ·
 Increasing sales to selective Asian and other markets; and  ·Establishing brand names and awareness.   Company
History  Jpak
commenced operations in China in 1958 as a state-owned, traditional printing and
packaging company. Management completed the buyout of 88.23% of the state-owned
equity interest in 2004, and in the same year started the development of aseptic
liquid food and beverage cartons which was launched in the China market in
2005.  On
June, 22, 2006, Jpak was incorporated in the Cayman Islands as Winner Dragon
Limited. Winner Dragon Limited was renamed Jpak Group Co., Ltd. on September 18,
2006. Additionally, during September 2006, Jpak completed the acquisition of
88.23% of the equity interest in Qingdao Renmin, a company located in Qingdao,
Shandong Province of the Peoples Republic of China, through Grand
International, the 100% owned subsidiary of Jpak. Currently, substantially, all
of our operations are conducted in China through Qingdao Renmin.   -11-     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 March 31, 2008 and 2007   Three
Months Ended March 31 2008 2007 Sales
$
10,813,896
$
8,145,551  Cost
of sales
$
7,876,883
$
6,233,657Selling,
general and administrative expenses
$
1,739,522
$
932,014Other
income (expense)
$
(79,086)
$
(92,324)Income
taxes
$
-
$
2,378Minority
Interest
$
1,980
$
104,157Net
income
$
1,118,405
$
781,021Foreign
currency translation adjustment
$
801,923
$
136,598Comprehensive
income
$
2,323,586
$
917,619  Sales.Total sales were approximately US$10.8 million for the three months
ended March 31, 2008 ascompared toapproximately US$8.1 million
for the three months ended March 31, 2007, an increase of approximately US$2.7
million, or 33.3%.  The increase resulted from increased sale of our
products and services to numerous new customers in 2008.  The increase of
new customers was mainly due to shifting of the product lines from traditional
printing and packaging to aseptic indicators that management utilizes to assess
operations.  Cost
of Sales. Cost of sales for the three months ended March 31, 2008 was
approximately US$7.9 million, or 73.1% of sales, as compared to US$6.2 million,
or 76.5% of sales, for the three months ended March 31, 2007. 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 percentage 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$1.7 million for the three months ended March 31,
2008 as compared to approximately US$0.9 million for the three months ended
March 31, 2007, an increase of approximately US$0.8 million, or 88.9%.  The
increase was mainly due to commission paid in January 2008 for the financing of
US$5 million.  The commission paid was amounted to US$462,519.  Minority
 Interest.In July 2007, Grand International completed the acquisition
of the remaining 11.77% of the state-owned equity interest and now owns 100%.
 The minority interest in 2007 was related to the 11.77% of the state-owned
interest prior to acquisition.  Net
income. Net income was approximately US$1.12 million for three months ended
March 31, 2008 as compared to net income approximately US$0.78 million for the
three months ended March 31, 2007, an increase of US$0.34 million. The increase
in net income was primarily due to increase of sales and increase of profit
margin of products.  Our
reporting currency is the US dollar. Our local currency, Renminbi (RMB), is our
functional currency. Results of operations and cash flow are translated at
average exchange rates during the period, and assets and liabilities are
translated at the unified exchange rate as quoted by the Peoples Bank of China
at the end of the period. Translation adjustments resulting from this process
are included in accumulated other comprehensive income in the statement of
shareholders equity. Transaction gains and losses that arise from exchange rate
fluctuations on transactions denominated in a currency other than the functional
currency are included in the results of operations as incurred.  Currency
translation adjustments resulting from this process are included in accumulated
other comprehensive income in the consolidated statement of shareholders' equity
and amounted to gain of US$ 1.2 million for the three months to March 31, 2008
as compared to gain of US$0.1 million as of March 31, 2007. The balance sheet
amounts with the exception of equity at March 31, 2008 were translated at 7.0028
RMB to 1.00 US dollar as compared to RMB7.7220 at March 31, 2007. The equity
accounts were stated at their historical rate.  The average translation
rates applied to income statement accounts for the three months ended March 31,
2008 and March 31, 2007, were the average rate of exchange during the
period.  The
comprehensive income, which adds the currency adjustment to net income, was
US$2.3 million for the three months
ended March 31, 2008 as compared to US$0.9 million income for the three months
ended March 31, 2007, an increase of $1.4 million. The increase was primarily
due to the appreciation of RMB to US$ during the three months ended March 31,
2008 as compared to that of 2007.  -12-   Comparison
of the Nine Months Ended March 31, 2008 and 2007   Nine
Months Ended March 31 2008 2007 Sales
$
26,232,788
$
21,193,911Cost
of sales
$
19,183,182
$
16,363,957Selling,
general and administrative expenses
$
4,141,691
$
3,386,039Other
income (expense)
$
(15,884)
$
(158,989)Income
taxes
$
-
$
262,303Minority
Interest
$
-
$
126,265Net
income
$
2,892,031
$
896,358Foreign
currency translation adjustment
$
1,626,073
$
98,545Comprehensive
income
$
5,001,533
$
994,903   Sales.
Total sales were approximately US$26.2 million for the nine months ended March
31, 2008 as compared to approximately US$21.2 millionfor the nine months
ended March 31, 2007, an increase of approximately US$5.0 million, or 23.6%. The
increase resulted from increased sale of our products and services to numerous
new customers in 2008. 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 nine months ended March 31, 2008 was
approximately US$19.2 million, or 73.3% of sales, as compared to US$16.4
million, or 77.4% of sales, for the nine months ended March 31, 2007. 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$4.1 million for the nine months ended March 31,
2008 as compared to approximately US$3.4 million for the nine months ended March
31, 2007, the increase of approximately US$0.7 million, or 20.6%.  The
increase was mainly due to commission paid in January 2008 for the financing of
US$5 million.  The commission paid was amounted to US$460,000.  Minority
 InterestIn July 2007, Grand International completed the acquisition
of the remaining 11.77% of the state-owned equity interest and now owns 100%.
 The minority interest was related to the 11.77% of the state-owned
interest prior to acquisition.   Net
income. Net income was approximately US$2.9 million for nine months ended
March 31, 2008 as compared to net income of approximately US$0.9 million for the
nine months ended March 31, 2007, an increase of US$2.0 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.  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$2.1 million for the nine months to March 31, 2008 as
compared to gain of US$98,000 for the nine months to March 31, 2007.  The
balance sheet amounts with the exception of equity at March 31, 2008 were
translated at 7.0028 RMB to 1.00 US dollar as compared to RMB7.7220 at March 31,
2007.  The average translation rates applied to income statement accounts
for the three months ended March 31, 2008 and March 31, 2007, were the average
rate of exchange during the period.  The
comprehensive income, which adds the currency adjustment to net income, was
US$5.0 million for the nine months ended March 31, 2008 as compared to US$1.0
million for the nine months ended March 31, 2007, an increase of $4.0 million.
The increase was primarily due to an appreciation of RMB to US$ during the nine
months ended March 31, 2008 as compared to that of 2007. 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). -13-   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 March 31, 2008, we had working capital totaling approximately US$11.6
million, including cash and cash equivalents of $US4.8.   Net
cash provided in operating activities was US$429,000 for the nine months ended
March 31, 2008.  Net cash provided in operating activities US$13,000 for
the nine months ended March 31, 2007.  The increase in cash generated from
operating activities during the nine months ended March 31, 2008 period was
primarily the result of revenue growth that produced improvement in net
income.  Net
cash used in investing activities for the nine months ended March 31, 2008
amounted to US$3.3 million and related primarily to the purchase of property and
equipment and construction in progress. Net cash used in investing activities
for the nine months ended March 31, 2007 amounted to US$1.7 million was related
to acquisition of property and equipment.  Net
cash provided in financing activities for the nine months ended March 31, 2008
was US$2.6 million and related primarily to capital contribution. Net cash
provided in financing activities for the nine months ended March 31, 2007
totaled US$0.9 million related to raising of short term bank loans. -14-


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 March 31, 2008, we had an aggregate
principal amount of US$3.6 million outstanding under the loan agreements, which
amounts mature from April 2008 to January 2009 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 March 31, 2008, we were in material
compliance with the terms of our loan agreements.   Since
the principal amount of US$3.6 million will fall due between April 2008 to
January 2009, 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 nine months ended March 31, 2008 vs. 2007, 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.  -15-  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.   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 March 31, 2008.  Foreign
Currency Translation and Transactions.  -16-  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.    -17-    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 March 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 -18-  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 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 fourth 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.We appointed a new Acting CFO with
extensive US GAAP and regulatory experience.  Our new Acting CFO,
Frank Su, maintains a deep understanding of GAAP and financial statements
and 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.     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.  -19-  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.  -20-      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.  -21-     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 -22-  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.            -23-     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 as of June 30, 2007, 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, 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.  These mistakes
flowed through to our financial statements for the quarters ending September 30,
2007 and December 31, 2007.  We are seeking to
recruit experienced professionals to augment and upgrade our financial staff to
better address complex accounting issues.  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.  -24-      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.  -25-      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.  -26-     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.  -27-     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.   -28-      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.  -29-      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.  -30-     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.  -31-      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.   -32-    Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds  Not
applicable.  Item
3. Defaults Upon Senior Securities  Not applicable.  Item
4. Submission of Matters to a Vote of Security Holders  Not
applicable.  Item
5. Other Information  Not
applicable.  Item 6.
Exhibits  See
Exhibit Index on page 20 for a description of the documents that are filed
as Exhibits to this report on Form 10-Q or incorporated by reference herein.    -33-    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
SuDongliang
Su
Acting Chief
Financial Officer  Date: May 15,
2008    -34-    EXHIBIT INDEX  Exhibit No.

Description31.1

Certification
of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2

Certification
of the Acting 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 Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.    -35-