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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30,
2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

For the transition period from __________to __________

Commission file number000-29981

BIOPACK ENVIRONMENTAL SOLUTIONS
INC.(Exact name of small business issuer as specified in its
charter)

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

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

852.3586.1383(Issuers telephone number)

______________________________________________________________________________
  (Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). (Check one): Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

173,819,159 common shares issued and outstanding as of
November 6, 2007

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

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Explanatory Note

Biopack Environmental Solutions Inc. (the "Company") is
amending this Quarterly Report on Form 10-QSB for the following reasons:

| | (i)   | The Statement of Operations a comparative was added for
      three months ended September 30, 2006 as well as for the nine months ended
      September 30, 2006.       
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                          
| | (ii)  | The Statement of Shareholders Equity was added to reflect
      the changes in share capital.                                                                            
| |       |                                                                                                                                                                          
| | (iii) | The weighted average shares outstanding were changed to
      reflect the reverse merger.                                                                                
| |       |                                                                                                                                                                          
| | (iv)  | The Statement of Operations was amended to reflect the
      number of shares outstanding based on the reverse merger and hence the
      earnings per share denominator.
| |       |                                                                                                                                                                          
| | (v)   | The Statement of Cash Flow for the nine months ended
      September 30, 2007 was amended to include a comparative for the comparable
      prior period.                
| |       |                                                                                                                                                                          
| | (vi)  | Management discussion and analysis was updated to include
      comment on the adjustments and comparatives as
necessary.                                                

Other than the foregoing items, no part of the Quarterly Report
on Form 10-QSB filed on Nov 19, 2007 is being amended, and the filing of this
Amended Quarterly Report on Form 10-QSB/A should not be understood to mean that
any other statements contained therein are untrue or incomplete as of any date
subsequent to Nov 19, 2007.

2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

3

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|Biopack Environmental Solutions, Inc. and Subsidiaries
|------------------------------------------------------
|Consolidated Balance Sheet                            

|                                                                     |   | (Unaudited )  |  
|-------------------------------------------------------------------- | - | ------------- | -
|                                                                     |   | September 30, |  
|                                                                     |   | 2007          |  
|Assets                                                               |   |               |  
|Current assets                                                       |   |               |  
|Cash and equivalents                                                 | $ | 6,806         |  
|Accounts receivable                                                  |   | 323,952       |  
|Prepaid expenses and other assets                                    |   | 997,448       |  
|Total current assets                                                 |   | 1,328,206     |  
|                                                                     |   |               |  
|Property, plant and equipment, net                                   |   | 322,783       |  
|Construction in process                                              |   | 816,265       |  
|Deposits                                                             |   | 164,464       |  
|Advances to related parties                                          |   | 2,160,736     |  
|Total assets                                                         |   | 4,792,454     |  
|                                                                     |   |               |  
|Liabilities and stockholders' equity                                 |   |               |  
|Current liabilities                                                  |   |               |  
|Accounts payable and accrued expenses                                |   | 1,337,665     |  
|Accrued income taxes                                                 |   | 233,340       |  
|Vehicle obligation payable                                           |   | 24,793        |  
|Deferred taxes                                                       |   | 1,892         |  
|Due to related parties                                               |   | 1,213,191     |  
|Total current liabilities                                            |   | 2,810,881     |  
|                                                                     |   |               |  
|Stockholders' equity                                                 |   |               |  
|Preferred stock, 10,000,000 shares authorized at $.001,              |   |               |  
|par value, 2,000,000 shares issued and
      outstanding             |   | 2,000         |  
|Common stock; 500,000,000 shares authorized, $.0001 par
      value, |   |               |  
|173,819,421 shares issued and outstanding                            |   |               |  
|outstanding at September 30, 2007                                    |   | 17,382        |  
|Additional paid-in capital                                           |   | 1,465,698     |  
|Stock issued at less than par value                                  |   | (2,683        | )
|Retained earnings                                                    |   | 408,154       |  
|Accumulated other comprehensive income                               |   | 91,022        |  
|Total stockholders' equity                                           |   | 1,981,573     |  
|                                                                     |   |               |  
|Total liabilities and stockholders'
      equity                     | $ | 3,975,943     |  

See accompanying notes to consolidated financial statements

4

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|Biopack Environmental Solutions, Inc. and
        Subsidiaries
|--------------------------------------------------------------
|Consolidated Statements of Operations                         
|For the Three Months Ended September 30, 2007 and 2006        
|(Unaudited)                                                   

|                                |   | Three months ended |   |   | Nine months ended |  
|------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                |   | September 30,      |   |   | September 30,     |  
|                                |   | 2007               |   |   | 2006              |  
|Revenues, net                   | $ | 155,118            |   | $ | 1,749,138         |  
|Cost of revenues                |   | 13,202             |   |   | 1,415,067         |  
|Gross profit                    |   | 141,916            |   |   | 334,071           |  
|Expenses                        |   |                    |   |   |                   |  
|General and administrative      |   | 468,268            |   |   | 113,832           |  
|Total
      operating expenses  |   | 468,268            |   |   | 113,832           |  
|Income (loss) from operations   |   | (326,352           | ) |   | 220,239           |  
|Interest income                 |   | 31                 |   |   | --                |  
|Interest expense                |   | (10,085            | ) |   | --                |  
|Income (loss) before income tax |   | (336,406           | ) |   | 220,239           | )
|Income tax                      |   | (2,533             | ) |   | --                |  
|Net income (loss)               | $ | (333,873           | ) | $ | 220,239           |  
|Earnings (loss) per share       | $ | (0.00              | ) | $ | (0.00             | )
|Weighted average common         |   |                    |   |   |                   |  
|shares outstanding              |   | 177,819,137        |   |   | 108,000,000       |  

See accompanying notes to consolidated financial statements

5

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|Biopack Environmental Solutions, Inc. and Subsidiaries
|------------------------------------------------------
|Consolidated Statement of Changes in Cash             
|For the Nine Months Ended September 30, 2007          
|(Unaudited)                                           

|                                                                                 |   | 2007      |   |   | 2006       |  
|-------------------------------------------------------------------------------- | - | --------- | - | - | ---------- | -
|Cash flows from operating activities                                             |   |           |   |   |            |  
|Net income (loss)                                                                | $ | (711,272  | ) | $ | 469,931    |  
|Adjustments to reconcile net loss to net cash used in
      operating activities |   |           |   |   |            |  
|Depreciation and amortization                                                    |   | 13,156    |   |   | 2,525      |  
|Deferred income taxes                                                            |   | 3         |   |   | --         |  
|Interest expenses convert to
      shares                                        |   | 63,427    |   |   | --         |  
|Other comprehensive income                                                       |   | (74,349   | ) |   | (521       | )
|Changes in assets and liabilities:                                               |   |           |   |   |            |  
|Accounts receivable                                                              |   | (323,952  | ) |   | 799,775    |  
|Prepaid expenses and other
      assets                                          |   | (972,868  | ) |   | (9,716,975 | )
|Accounts payable and accruals                                                    |   | 1,595,949 |   |   | 535,704    |  
|Accrued income taxes                                                             |   | (11,247   | ) |   | --         |  
|Net cash (used in) provided by operating activities                              |   | (421,153  | ) |   | (7,909,561 | )
|                                                                                 |   |           |   |   |            |  
|Cash flows from investing activities                                             |   |           |   |   |            |  
|Purchase of property and
      equipment                                         |   | (105,857  | ) |   | (18,937    | )
|Additions to construction in progress                                            |   | (816,265  | ) |   | --         |  
|Increase in deposits                                                             |   | 63,454    |   |   | 128,583    |  
|Net cash used in investing activities                                            |   | (858,668  | ) |   | 109,645    |  
|                                                                                 |   |           |   |   |            |  
|Cash flow from financing activities                                              |   |           |   |   |            |  
|Repayment of vehicle lease
      obligation                                      |   | (2,774    | ) |   | --         |  
|Repayment of notes payable                                                       |   | --        |   |   | --         |  
|Loan from directors                                                              |   | 521,441   |   |   | --         |  
|Increase in due to related parties, net                                          |   | (29,862   | ) |   | 8,207,164  |  
|Repayment of advances to
      related parties                                   |   | --        |   |   | --         |  
|Advances to related parties                                                      |   | (3,973    | ) |   | --         |  
|Proceeds from issuance of
      common stock                                     |   | --        |   |   | 100        |  
|Net cash provided by (used in)financing activities                               |   | 484,832   |   |   | 8,270,264  |  
|                                                                                 |   |           |   |   |            |  
|Net change in cash                                                               |   | (794,989  | ) |   | 470,349    |  
|                                                                                 |   |           |   |   |            |  
|Cash, beginning of year                                                          |   | 801,795   |   |   | 63,628     |  
|                                                                                 |   |           |   |   |            |  
|Cash, end of period                                                              | $ | 6,806     |   | $ | 533,977    |  
|                                                                                 |   |           |   |   |            |  
|Supplemental disclosure of cash flow information:                                |   |           |   |   |            |  
|Cash paid for income taxes                                                       | $ | 33,806    |   | $ | --         |  
|Cash paid for interest                                                           |   | 626       |   |   | --         |  
|Non-cash investing and financing
      activities:                               |   |           |   |   |            |  
|Stock issued to retire debt to related parties                                   | $ | 1,033,742 |   | $ | --         |  
|Stock issued to retire debt to promissary
      notes                            | $ | 1,133,668 |   | $ | --         |  
|Preferred shares transferred to treasury                                         |   | 2,000     |   |   | --         |  

See accompanying notes to consolidated financial statements

6

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|Biopack Environmental Solutions, Inc and
      Subsidiaries
|-----------------------------------------------------------
|Consolidated Statements of Shareholders' Equity            

|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   | Stock         |   |   |               |   |   |             |   |   |           |  
|----------------------- |  | --------------- |  | - | ------------ |  |  | ----------- |  | - | -------- |  | - | ---------- | - | - | ------------- | - | - | ------------- | - | - | ----------- | - | - | --------- | -
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   | Issued        |   |   |               |   |   | Accumulated |   |   |           |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   | Additional |   |   | at Less       |   |   | Retained      |   |   | Other       |   |   | Total     |  
|                        |  | Preferred Stock |  |   | Common Stock |  |  | Paid-in     |  |   | Than Par |  |   | Earnings   |   |   | Comprehensive |   |   | Shareholders' |  
|                        |  | Shares          |  |   | Amount       |  |  | Shares      |  |   | Amount   |  |   | Capital    |   |   | Value         |   |   | (Deficit)     |   |   | Income      |   |   | Equity    |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Balance at December     |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|31, 2006                |  |                 |  |   |              |  |  | 108,000,000 |  | $ | 10,800   |  | $ | --         |   | $ | --            |   | $ | 1,119,426     |   | $ | (787        | ) | $ | 1,129,439 |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Recapitalization as     |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|result of reverse       |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|merger Mar 27, 2007     |  |                 |  |   |              |  |  | 64,526,196  |  |   | 6,453    |  |   | (701,583   | ) |   | (2,683        | ) |   |               |   |   | 6,599       |   |   | (691,214  | )
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Stock issued to convert |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|debt Mar 27, 2007       |  |                 |  |   |              |  |  | 1,293,225   |  |   | 129      |  |   | 1,034,451  |   |   |               |   |   |               |   |   |             |   |   | 1,034,580 |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Net income for the      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|three months ended      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Mar 31, 2007            |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   | (199,245      | ) |   |             |   |   | (199,245  | )
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Exchange translation    |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   | 6,503       |   |   | 6,503     |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Balance at Mar 31,      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|2007                    |  | --              |  |   | --           |  |  | 173,819,421 |  | $ | 17,382   |  | $ | 332,868    |   | $ | (2,683        | ) | $ | 920,181       |   | $ | 12,315      |   | $ | 1,280,063 |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Net income for the      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|three months ended      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|June 30, 2007           |  |                 |  |   |              |  |  |             |  |   |          |  |   | (99,965    | ) |   |               |   |   | (178,154      | ) |   | 89,485      |   |   | (188,634  | )
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Balance at Jun 30,      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|2007                    |  | --              |  |   | --           |  |  | 173,819,421 |  | $ | 17,382   |  | $ | 232,903    |   | $ | (2,683        | ) | $ | 742,027       |   | $ | 101,800     |   | $ | 1,091,429 |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Preferred share issued  |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|for repay debt owned    |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|by a subsidiary on Aug  |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|17, 2007                |  | 2,000,000       |  | $ | 2,000        |  |  |             |  |   |          |  |   | 1,232,795  |   |   |               |   |   |               |   |   |             |   |   | 1,234,795 |  
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Net income for the      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|three months ended      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Sep 30, 2007            |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   | (333,873      | ) |   | (10,778     | ) |   | (344,651  | )
|                        |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|Balance at Sep 30,      |  |                 |  |   |              |  |  |             |  |   |          |  |   |            |   |   |               |   |   |               |   |   |             |   |   |           |  
|2007                    |  | 2,000,000       |  | $ | 2,000        |  |  | 173,819,421 |  | $ | 17,382   |  | $ | 1,465,698  |   | $ | (2,683        | ) | $ | 408,154       |   | $ | 91,022      |   | $ | 1,981,573 |  

See accompanying notes to consolidated financial statements

7

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

The accompanying condensed consolidated financial statements
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. These condensed
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) that, in the opinion of management, are necessary to
present fairly the financial position, the results of operations and cash flows
of the Company for the periods presented. It is suggested that these condensed
financial statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Companys Annual Report on Form
10-K.

The results of operations for the interim periods presented are
not necessarily indicative of the results to be expected for the full year.

1. The Company

Biopack Environmental Solutions Inc. and Subsidiaries (formerly
Star Metro Corp.) is principally engaged in the provision of total packaging
solutions in global green packaging industry, delivering services ranging from
product design and development, product testing, quality assurance, sales and
distribution to customer services. The Company markets 100% biodegradable food
containers and industrial packaging products in Europe, North America and
Asia.

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

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

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

2. Summary of Significant Accounting Policies

Basis of Presentation

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

8

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

Use of Estimates

In preparing consolidated financial statements in conformity
with US GAAP, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported periods. Significant estimates include
the valuation of accounts receivable, the estimation of useful lives of
property, plant and equipment, and deferred income taxes. Actual results could
differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with
original maturities of three months or less at the time of purchase to be cash
equivalents.

Accounts Receivable

Accounts receivable are stated at original amount less an
allowance made for doubtful receivables, if any, based on a review of all
outstanding amounts at the end of the period. Full allowances for doubtful
receivables are made when the receivables are overdue for one year and an
allowance is made when there is objective evidence that the Company will not be
able to collect all amounts due according to original terms of receivables. Bad
debts are written against the allowance when identified. The Company extends
credit to customers on an unsecured basis in the normal course of business and
believes that all accounts receivable in excess of the allowance for doubtful
accounts to be fully collectible. The Company does not accrue interest on trade
accounts receivable. The normal credit terms range from 15 to 60 days. The
Company did not record an allowance for doubtful accounts at September 30, 2007
due to no bad debt experience during the period.

Property, Plant and Equipment

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

The estimated useful lives are as follows:

|                                  | Years
|--------------------------------- | -----
|                                  |      
|Leasehold improvements            | 5    
|Furniture and fixtures            | 5    
|Vehicles                          | 5    
|Computer equipment                | 5    
|Factory equipment                 | 10   
|Production Mould and Sample Mould | 10   

9

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

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

Impairment of Assets

In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets",
the Company evaluates its long-lived assets to determine whether later events
and circumstances warrant revised estimates of useful lives or a reduction in
carrying value due to impairment. If indicators of impairment exist and if the
value of the assets is impaired, an impairment loss would be recognized. As of
September 30, 2007, no impairment loss has been recognized.

Income Taxes

The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes". Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

Foreign Currency Transactions

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

Fair Value of Financial Instruments

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

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

It is managements opinion that the Company is not exposed
  to significant interest, price or credit risks arising from these financial
  instruments.

10

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

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

Earnings Per Share

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

Accumulated Other Comprehensive Income

The Company has adopted SFAS 130, Reporting Comprehensive
Income, which establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Accumulated other comprehensive
income represents the change in equity of the Company during the periods
presented from foreign currency translation adjustments.

Stock-Based Compensation

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

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

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

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

11

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

Revenue Recognition

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

Concentration of Credit Risk

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

New Accounting Pronouncements

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

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

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

12

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

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

The Company has evaluated the impact of the adoption of SFAS
153, and does not believe the impact will be significant to the Company's
overall results of operations or financial position.

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

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

13

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

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

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

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

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

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

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

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

14

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

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

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

In February 2007, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities and is effective for
fiscal years beginning after November 15, 2007. This Statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The Company is currently assessing the
impact the adoption of this pronouncement will have on the financial
statements.

|3. Property, Plant and Equipment, net |   |         |  
|------------------------------------- | - | ------- | -
|Cost                                  |   |         |  
|                                      |   |         |  
|Leasehold improvements                | $ | 5,495   |  
|Motor vehicle                         |   | 72,661  |  
|Office furniture and equipment        |   | 34,133  |  
|Computer equipment                    |   | 31,336  |  
|Factory equipment                     |   |         |  
|Production Mould and Sample Mould     |   | 55,288  |  
|Construction in progress              |   | 154,348 |  
|                                      |   | 353,261 |  
|Accumulated depreciation              |   | (30,478 | )
|                                      |   |         |  
|                                      |   |         |  
|                                      | $ | 322,783 |  

Depreciation expense for the nine months ended September 30,
  2007 was $13,156.

15

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

Construction in progress

The Company intends to build and operate a production plant in
  Malaysia. As of December 31, 2006, the Company had spent $152,251 on the construction.
  These costs are included on the balance sheet in the property, plant and equipment
  costs. No depreciation will be provided until the plant is completed and operating.

4. Going Concern

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. These consolidated
  financial statements show that the Company has a working capital deficit of
  $1,482,675. The future of the Company is dependent upon its continuing successful
  operations, or raising the capital it will require through the issuance of equity
  securities, borrowings or a combination thereof. The consolidated financial
  statements do not include any adjustments relating to recoverability and classification
  of recorded assets, or the amounts or classifications of liabilities that might
  be necessary in the event the Company cannot continue in existence.

5. Commitments and Contingencies

The Company leases office space under operating leases. We lease
  our Hong Kong office pursuant to a lease for a period of three years beginning
  June 2, 2006 and ending June 4, 2009, with monthly payments of $8,572 per month.
  We lease our Malaysia office pursuant to a lease for a period of one year beginning
  December 15, 2006 and ending December 14, 2007 with monthly payments of $1,243
  per month. Roots Biopack Limited, leases an office at Unit 2009, Hopewell Centre,
  183 Queens Road East, Wan Chai, Hong Kong, for a monthly rent of $4,295.
  This lease will expire November 14, 2008. Our PRC subsidiary, Jiangmen
  Roots Biopack Limited, leases 4 vacant properties

at No.3, Yangjiaokeng Industrial District, Tingyuan Village,
Duruan Town, Jiangmen City, PRC as our PRC office and factory named Roots
Biopark for a period of March 1, 2007 to Feb 29, 2022, at progressive increase
payments initial in the amount of $12,993.

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

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

The following table shows a projection of future minimum
payments under operating leases and corporate management service agreements as
of December 31, 2006:

2007
    $
    1,037,5502008
    
    240,2312009
    
    197,111$
    1, 474,892


16

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

6. Income taxes

The provision for income taxes at September 30, 2007 is as follows:
  Hong Kong profits tax $21,974

7. Acquisition

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

Prior to our acquisition of the common shares of Roots Biopack
  Group, we had one wholly owned subsidiary, Starmetro Group Limited, which is
  incorporated in the British Virgin Islands.

Starmetro Group Limited, in its turn, had two wholly owned subsidiaries:
  Biopack Environmental Ltd (formerly named as E-ware Corporation Limited), a
  Hong Kong corporation, and Bioplanet Distribution Sdn Bhd, a Malaysian corporation.

Since the completion of our share exchange with the former shareholders
  of Roots Biopack Group Limited, we have begun the process of integrating our
  existing business, being the development of a line of biodegradable, single
  use, food and beverage containers, with the Roots Biopack Group business, which
  consists of the development, manufacture, distribution and sale of biodegradable
  food container and industrial packaging products made from natural materials.
  Because we are the successor business to Roots Biopack Group and because the
  operations and assets of Roots Biopack Group represents our entire business
  and operations from the date of completion of the share exchange, our management's
  discussion and analysis is based on Roots Biopack Group financial results for
  the relevant periods.

For accounting purposes, Roots Biopack Group Limited is considered
  the acquirer in our transaction and is therefore treated as our predecessor
  entity as of March 27, 2007. Therefore, beginning with this quarterly report
  on Form 10-QSB, which is our periodic report for the quarter in which the acquisition
  was consummated, we will file annual and

quarterly reports based on the December 31 fiscal year-end of
Roots Biopack Group Limited. The financial statements included in these periodic
reports will depict the operating results of Roots Biopack Group Limited,
including the acquisition of our company, from March 27, 2007.

8. Vehicle Obligation Payable

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

17

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

9. Pension Plans

The Company participates in a defined contribution pension plan
  under the Mandatory Provident Fund Schemes Ordinance MPF Scheme
  for all its eligible employees in Hong Kong.

The MPF Scheme is available to all employees aged 18 to 64 with
  at least 60 days of service in the employment in Hong Kong. Contributions are
  made by the Groups subsidiary operating in Hong Kong at 5% of the participants
  relevant income with a ceiling of HK$20,000. The participants are entitled to
  100% of the Companys contributions together with accrued returns irrespective
  of their length of service with the Company, but the benefits are required by
  law to be preserved until the retirement age of 65. The only obligation of the
  Company with respect to the MPF is to make the required contributions
  under the Plan.

The assets of the Plan are controlled by the trustees and held
  separately from those of the Company. Total pension cost for the nine months
  ended September 30, 2007 was $10,603.

10. Advance to Related Parties

The Company has advanced $2,145,480 to a related company as of
  September 30, 2007. The advances are unsecured, interest free, and have no fixed
  terms of repayment.

Pursuant to a letter of intent entered into with the related
  company on January 8, 2007, the Company intends to purchase property, plant
  and equipment from the related company in consideration of approximately $1,800,000.
  The Company intends to offset this consideration with the advance.

11. Subsequent Event

On August 17, 2007 the Company repaid the principal and accrued
  interest on a promissory note in the amount of $1,133,668 through the issuance
  of 1,000,000 shares of Series A preferred stock and 1,000,000 shares of newly
  authorized Series B preferred stock. Each of these preferred shares have thirty
  votes, and are convertible into five common shares.

18

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Item 2. Managements Discussion and Analysis or Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States dollars
and are prepared in conformity with generally accepted accounting principles in
the United States of America for interim financial statements. The following
discussion should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report.

As used in this quarterly report and unless otherwise
indicated, the terms we, us and our refer to Biopack Environmental
Solutions Inc. and our subsidiaries, unless otherwise indicated. Unless
otherwise specified, all dollar amounts are expressed in United States dollars
and all references to common shares refer to the common shares in our capital
stock.

Corporate History

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

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

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

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

On November 27, 2006, we changed our name from Eatware
Corporation to Star Metro Corp.. We were required to effect this name change
by the terms of an agreement we entered into on November 13, 2006, with Glory
Team Industrial Limited and Eddie Chou. We effected this name change by merging
Star Metro Corp., our newly incorporated and wholly-owned subsidiary that was
created for this purpose, into our company, with our company carrying on as the
surviving corporation under the name Star Metro Corp.

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

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

Prior to our acquisition of the common shares of Roots Biopack
Group, we had one wholly owned subsidiary, Starmetro Group Limited, which is
incorporated in the British Virgin Islands. Starmetro Group Limited, in its
turn, had two wholly owned subsidiaries: Biopack Environmental Ltd. (formerly
named as E-ware Corporation Limited), a Hong Kong corporation, and Bioplanet
Distribution Sdn Bhd, a Malaysian corporation.

Effective July 25, 2007, we filed a certificate of designation
with the Secretary of State of Nevada, designating 1,000,000 Series B Preferred
Shares. Each Series B Preferred Share has the right to thirty (30) votes at any
meeting of our shareholders and the right to convert, at any time at the
holders option, into five (5) common shares in the capital stock of our
company.

When we acquired Roots Biopack Group Limited, we also acquired
its subsidiaries. The following table shows our corporate structure following
the acquisition of Roots Biopack Group Limited:

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Since the completion of our share exchange with the former
shareholders of Roots Biopack Group Limited, we have begun the process of
integrating our existing business, being the development of a line of
biodegradable, single use, food and beverage containers, with the Roots Biopack
Group business, which consists of the development, manufacture, distribution and
sale of biodegradable food container and industrial packaging products made from
natural materials. Because we are the successor business to Roots Biopack Group
and because the operations and assets of Roots Biopack Group represents our
entire business and operations from the date of completion of the share
exchange, our management's discussion and analysis is based on Roots Biopack
Group financial results for the relevant periods.

21

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For accounting purposes, Roots Biopack Group Limited is
considered the acquirer in our transaction and is therefore treated as our
predecessor entity as of March 27, 2007. Therefore, beginning with our quarterly
report on Form 10-QSB for the first quarter of 2007 (ended March 31, 2007),
which was our first periodic report for the quarter in which the acquisition was
consummated, we will file annual and quarterly reports based on the December 31
fiscal year-end of Roots Biopack Group Limited. The financial statements
included in these periodic reports will depict the operating results of Roots
Biopack Group Limited, including the acquisition of our company, from March 27,
2007.

General Overview

The address of our principal executive office is 18/F
Metroplaza Tower II, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong.
Our telephone number is 852.3586.1383.

Our Malaysia subsidiary, Bioplanet Distribution Sdn Bhd,
maintains an office located at Suite E-09-07, Level 9, Block E, Plaza Mont'
Kiara, No. 2, Jalan Kiara, Mont' Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan,
Malaysia. Our telephone number at this office is 603.6203.9899.

Our newly acquired subsidiary, Roots Biopack Limited, leases
office space at Unit 2009, Hopewell Centre, 183 Queens Road East, Wan Chai,
Hong Kong. Management of this subsidiary moved into our principal executive
office on May 21, 2007 and the office space at Hopewell Centre is currently
vacant. The lease for this office does not expire until November 14, 2008 and we
are actively attempting to sublease the premises or assign the lease to a new
tenant.

Our Peoples Republic of China (PRC) subsidiary, Jiangmen Roots
Biopack Limited, leases a 4 adjacent properties situated at No.3, Yangjiaokeng
Industrial District, Tingyuan Village, Duruan Town, Jiangmen City, PRC. This
area is where our factory, named Roots Biopark, is located.

Our common stock is quoted on the OTC Bulletin Board under the
symbol BPEV.

Note Regarding Forward-Looking Statements

This quarterly report on Form 10-QSB includes forward-looking
statements. Forward-looking statements are statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as may, should, expects,
plans, anticipates, believes, estimates, predicts, potential or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section of this
quarterly report entitled Risk Factors beginning at page <> below, any
of which may cause our or our industrys actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business, actual results will
almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein.

We caution the reader that important factors in some cases have
affected and, in the future, could materially affect our actual results and
could cause our actual results in the future to differ materially from the
results expressed in any estimates, projections or other forward-looking
statements contained in this quarterly report on Form 10-QSB. Except as may
otherwise be required by applicable law, including the securities laws of the
United States, we do not intend to update any of the forward-looking statements
to conform them to actual results.

Our Business

We develop, manufacture, distribute and market bio-degradable
food containers and disposable industrial packaging for consumer products. Until
mid-May, 2007, our products were manufactured by a factory located in Shunde
City, China. In mid-May, 2007 we terminated our relationship with this factory
as the result of quality control and supply issues. In July, 2007, we completed
arrangements with two independent factories located in Guang-Xi and Shunde city,
PRC, whereby they would manufacture our products on an open-order basis until
completion of the first phase of our Biopark facility in Jiangmen, PRC. In
August, 2007, we decided to retain only the factory located in

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Shunde City as our exclusive OEM manufacturer and we terminated
our relationship with the factory in Guang-Xi. Production from the Shunde City
factory began shipping in mid-September, 2007. These changes in factories
involved production flow and quality control issues which have had an adverse
impact on our sales. As a result, we anticipate that sales this year will be
below our budget. However, our exclusive supplier in Shunde City has recently
increased its production capacity in an effort to accommodate an anticipated
increase in our sales activity.

Prior to the date of our acquisition of Roots Biopack Group
Limited, Jiangmen Roots Biopack Limited, a PRC subsidiary of Roots Biopack Group
Limited, entered into a 15 year lease for a vacant factory located in Jiangmen
City, PRC. This factory is the planned location of our Biopark facility.

On August 19, 2007, we entered into an agreement with Tayna
Environmental Technology Co. Limited, an unrelated third party, to set up phase
one of our production facilities in that leased factory. Under this agreement,
we agreed to develop and sell to Tayna Environmental the 20 production machines
required for the operation of two production lines to be installed in the leased
Jiangmen factory and we agreed to assist Tayna Environmental in setting up these
production lines for the manufacture of our products, to train personnel and
manage the facility and to assist in sales after commencement of operation. At
the date of this Form 10-QSB, we have completed the assembly of nine production
machines and we are in the process of installing the required boiler,
transformer and compressor units. We have recently announced the soft opening of
our Biopark facility and we hope to begin initial production by the end of 2007.
However, Tayna Environmental has recently given notice that it desires to
renegotiate the terms of our agreement with it. We are unable to predict the
outcome of this negotiation at this time, including the future terms, if any,
and the impact on our production capacity, including the timing of the
completion of phase one of our production plan. Upon completion of phase one of
our production plan, we believe that our Biopark facility will be capable of
producing approximately 320,000,000 pieces per year.

Once phase one of our production plan is completed, we intend
to begin phase two and three. Our current plans for these additional phases call
for the development of two additional production lines (with 5 additional
machines for each production line). We are targeting an aggregate production
capacity of approximately 480,000,000 pieces during 2008.

Our sales and marketing team is located primarily in Hong Kong
and is supported by a newly-established sales team in our Malaysia office.
Through our sales and marketing team and distributors, we supply our
biodegradable food containers and industrial packaging products to
multi-national corporations, supermarket chains and restaurants located across
North America, Europe and Asia.

Prior to the date that we acquired our wholly-owned subsidiary
Roots Biopack Group Limited, Roots Biopack Group Limited had entered into an
agreement to purchase land in Jiangmen upon which it intended to build a large
new factory facility designed to handle all of its production requirements.
Roots Biopack Group Limited did not complete this proposed acquisition. We have
recently decided not to complete this acquisition and we anticipate that our
deposit will be returned to us in due course.

Industry Overview

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

Result of Operations for the nine months ended September 30,
2007 as compared to the nine months ended September 30, 2006.

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During the nine-month period ended September 30, 2007 we had a
net operating loss of $711,272, as compared to net operating profit of $469,931
for the nine-month period ended September 30, 2006. The increase in operating
loss was due primarily to the costs of marketing, branding and product
development, as well as non-recurring professional fees. Sales for the period
were down primarily as the result of the restructuring of our company and the
changes in our OEM factory relationships due to quality control and production
volume issues with our former facility in Shunde City.

Net Sales and Cost of Sales

Net sales for the nine-month period ended September 30, 2007
were $1,748,271, compared to net sales of $5,066,572 for the nine-month period
ended September 30, 2006. Sales were low primarily due to our inability to
manufacture our products, which in turn was primarily due to retooling and
changes at our production facility and production and quality control issues at
our former Shunde City facility.

Cost of sales for the nine-month period ended September 30,
2007 was $989,078, compared to $4,119,026 for the same period in 2006, which
provided a gross margin of 43.43%, as compared to 18.70% during the same period
of 2006. The difference in the margin is primarily due to the fact that we have
a different profit margin on our current source of revenue.

Operating Expenses

Operating expenses for the nine-month period ended September
30, 2007 were $1,385,407, compared to $477,615 during the same period in 2006.
The increase in operating expenses was due primarily to marketing and other
costs associated with the business combination. Many of these costs are expected
to be non-recurring.

Other Income and Expenses

We incurred interest expense for the nine months ended
September 30, 2007 of $64,053. We incurred interest expense for the nine-month
period ended September 30, 2006 of $Nil. The increase in interest expenditures
of $64,053 for the nine-month period ended September 30, 2007 was primarily due
to interest payable on a promissory note.

Liquidity and Capital Resources

Our principal cash requirements are for daily working capital,
manufacturing and installation of plant and machineries and the cost of
infrastructure at our planned production facilities at our leased factory in
Jiangmen City, PRC. On September 30, 2007 we had cash of $6,806.

Capital Resources

For the nine-month period ended September 30, 2007 we had a
working capital deficit of $1,482,675 compared to a working capital surplus of
$975,354 during the nine-month period ended September 30, 2006. The decrease in
working capital for the period was primarily due to prepayments and receivables
incurred in connection with the development of our leased factory in Jiangmen,
PRC. On September 30, 2007, we had cash and cash equivalents of $6,806.

Cash Flow Used in Operating Activities

For the nine months ended September 30, 2007 our operating
activities used net cash of $421,153. For the nine months ended September 30,
2006 our operating activities used net cash of $7,909,561. The decrease in cash
used in operating activities is primarily due to the pending of the expansion of
our operations during business combination process.

Cash Flow Used in Investing Activities

For the nine months ended September 30, 2007 investing
activities used net cash of $858,668, compared to net cash provided of $109.645.
The increase in net cash used in investing activities was primarily due to an
increase in prepayments and equipment purchases for the new production
facility.

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Cash Flow Provided by Financing Activities

For the nine months ended September 30, 2007 cash flow provided
by financing activities provided cash of $484,832. For the nine months ended
September 30, 2006 financing activities provide net cash of $8,270,264. The
decrease in cash flow provided by financing activities for the nine months ended
September 30, 2007 was primarily due to repayment to the amount due to related
parties partially by advances from a third party, Begonia Participation
Corp..

On August 1, 2007, we entered into a Debt Settlement and
Subscription Agreement with Begonia Participation Corp. to settle a Loan and
Shareholders Agreement dated December 21, 2006. Begonia agreed to accept, in
full satisfaction of the $1,133,667.70 owed to them by our subsidiary, Roots
Biopack Group Limited, under the Loan and Shareholders Agreement between
Begonia and Roots Biopack Group, 1,000,000 Series A Preferred Shares in the
capital stock of our company and 1,000,000 Series B Preferred Shares in the
capital stock of our company. Each Series A Preferred Share and each Series B
Preferred Share has the right to thirty (30) votes at any meeting of our
shareholders and the right to convert, at any time at the holders option, into
five (5) common shares in the capital stock of our company.

Capital Expenditures

We incurred capital expenditures in factory equipment,
production moulds, vehicle and computer equipment. As of September 30, 2007, we
had the following material commitments for capital expenditures:

For Phase I of the construction3 Parcels of Land totalling 198.9 acres
    $2,709,861Machinery & Equipment
    147,927Ancillary equipment & Installation
    444,115Infrastructure construction
    183,644Production moulds
    25,446


Over the next twelve months, if all production lines are
completed, we expect to spend additional $5,000,000 on capital expenditures.

Commitments and Contingencies

We lease three offices. We lease our Hong Kong office pursuant
to a lease for a period of three years beginning June 2, 2006 and ending June 4,
2009, with monthly payments of $8,572 per month. We lease our Malaysia office
pursuant to a lease for a period of one year beginning December 15, 2006 and
ending December 14, 2007 with monthly payments of $1,243 per month. Our new
subsidiary, Roots Biopack Group Limited, leases an office at Unit 2009, Hopewell
Centre, 183 Queens Road East, Wan Chai, Hong Kong, for a monthly rent of
$4,295. This lease will expire November 14, 2008 and we are currently attempting
to sublease or assign these premises as they are superfluous to our present
needs. Our PRC subsidiary, Jiangmen Roots Biopack Limited, leases 4 vacant
properties at No.3, Yangjiaokeng Industrial District, Tingyuan Village, Duruan
Town, Jiangmen City, PRC. This leased property will serve as our PRC office and
factory. The term of this lease began March 1, 2007 and expires Feb 29, 2022,
with monthly rental payments progressively increasing from an initial monthly
payment of $12,993.

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

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

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The following table shows a projection of future minimum
payments under operating leases and corporate management service agreements as
of December 31, 2006:

2007
    $
    369,0932008
    
    240,2312009
    
    197,111$
    805,435


Going Concern

The accompanying consolidated financial statements have been
prepared assuming that we will continue as a going concern. Our consolidated
financial statements show that we have a working capital deficit of $1,494,326.
The future of our company is dependent upon our continuing to maintain and grow
our operations and raising the capital that this growth will require through
revenue, the issuance of equity securities, borrowings or a combination thereof.
The consolidated financial statements do not include any adjustments relating to
recoverability and classification of recorded assets, or the amounts or
classifications of liabilities that might be necessary in the event our company
cannot continue in existence.

Off-Balance Sheet Arrangements

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

Significant Accounting Policies

Use of Estimates

In preparing consolidated financial statements in conformity
with US GAAP, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported periods. Significant estimates include
the valuation of accounts receivable, the estimation of useful lives of
property, plant and equipment, and deferred income taxes. Actual results could
differ from those estimates.

Cash and Cash Equivalents

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

Accounts receivable

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

Plant and equipment

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

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

|Furniture, fixtures and office equipment | 20%
|---------------------------------------- | ---
|Motor vehicles                           | 20%
|Production equipment                     | 10%
|Production and Sample Mould              | 10%

Impairment of long-lived assets

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

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

Revenue recognition

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

Advertising and promotion expenses

Advertising and promotion expenses are charged to expense as
incurred.

Income taxes

We use the asset and liability method of accounting for income
taxes pursuant to SFAS No. 109 Accounting for Income Taxes. Under the asset
and liability method of SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and loss carry forwards and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.

Comprehensive income

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

Foreign currency translation

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

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

Fair value & financial instruments

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

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

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

Basic and diluted earnings per share

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

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

RISK FACTORS

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

Going Concern

The accompanying consolidated financial statements have been
prepared assuming that the we will continue as a going concern. These
consolidated financial statements show that we have a working capital deficit of
$1,494,326 and that we have retained profit totalling $408,154 since inception.
The future of our company is dependent upon its continuing successful
operations, or raise the capital it will require through the issuance of equity
securities, borrowings or a combination thereof. The consolidated financial
statements do not include any adjustments relating to recoverability and
classification of recorded assets, or the amounts or classifications of
liabilities that might be necessary in the event our company cannot continue in
existence.

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

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

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

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

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

As a manufacturer of disposable packaging products we are at
risk for potentially significant product liability and associated losses. We
cannot predict or protect against all potential losses or liabilities that may
arise relating to our disposable food container and industrial packaging
products. We maintain insurance against many, but not all, potential losses and
liabilities, in accordance with customary industry practice and in amounts we
believe to be

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necessary. If any losses or liabilities are not covered by
insurance, or if the insurance is insufficient, we would be required to satisfy
these losses and liabilities and our financial condition and results of
operations may be adversely affected.

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

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

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

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

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

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

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

Substantially all of our assets are located outside the United
States and we do not currently maintain a permanent place of business within the
United States. In addition, all of our directors and executive officers are
nationals and residents of countries other than the United States, and all or a
substantial portion of such persons assets are located outside the United
States. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. Consequently,
investors may be effectively prevented from pursuing remedies under U.S. federal
securities laws against us or any of our directors or executive officers.

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

Our ability to hire and retain qualified personnel will be an
important factor in the success of our business. The competition for qualified
personnel in the disposable packaging industry in which we operate is high. In
addition, in order to manage growth effectively, we must implement management
systems and continue to recruit and train new

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employees. We may not be able to attract and retain the
necessary qualified personnel. If we are unable to retain or to hire qualified
personnel as required, we may not be able to adequately manage and implement our
business plan.

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

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

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

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

In addition, we source all of our manufacturing in China. China
is experiencing very rapid economic growth which could have a negative impact on
our business activities there. These include worsening inflation, fluctuations
in the yuan, and challenges to the nation's electric power supply capacity. In
addition, developments in China's financial system and current legislative
trends could pose future business risks, including changes to its laws that
might prohibit or restrict foreign ownership.

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

We manufacture our disposable packaging products using complex
processes that require technologically advanced equipment and continuous
modification to improve yields and performance. From time to time, we have
experienced minor disruptions in our manufacturing process as a result of power
outages or equipment failures. If production at our manufacturing plant is
disrupted for any number of reasons, manufacturing yields may be

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adversely affected and we may be unable to meet our customers
requirements. Consequently, our customers may purchase disposable food packaging
products from our competitors. This could result in a significant loss of
revenues and damage to our customer relationships, which could materially
adversely effect our business, results of operations or financial condition.

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

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

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

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

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

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

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

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

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

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

Our executive officers and directors, in the aggregate,
beneficially own 78.30% of the issued and outstanding shares of our common
stock. As a result, they have the ability to influence matters affecting our
shareholders, including the election of our directors, the acquisition or
disposition of our assets, and the future issuance of our shares. Because our
executive officers, directors and principal shareholders control such shares,
investors may find it difficult to replace our management if they disagree with
the way our business is being operated. Because the influence by these insiders
could result in management making decisions that are in the best interest of
those insiders and not in the best interest of the investors, you may lose some
or all of the value of your investment in our common stock.

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Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                   
|(31)    | Section 302 Certifications                                                                                                                                        
|        |                                                                                                                                                                   
|31.1*   | Certification
        of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                     
|        |                                                                                                                                                                   
|31.2*   | Certification
        of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                     
|        |                                                                                                                                                                   
|(32)    | Section 906
        Certifications                                                                                                                                
|        |                                                                                                                                                                   
|32.1*   | Certification
        of 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|BIOPACK ENVIRONMENTAL SOLUTIONS INC.                | 
|--------------------------------------------------- | 
|                                                    | 
|By: /s/ Gerald
      Lau                            | 
|Gerald Lau                                          | 
|President, Principal Executive Officer and Director | 
|(Principal Executive Officer)                       | 
|Date: September March 25, 2008                      | 
|                                                    | 
|By: /s/ Eddie
      Chou                            | 
|Edwin Chan                                          | 
|Chief Financial Officer                             | 
|(Principal Financial Officer)                       | 
|Date: September March 25, 2008                      | 

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