UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ____________ to ____________

                       Commission file number: 333-150385


                          PACIFIC BEPURE INDUSTRY INC.
             (Exact name of registrant as specified in its charter)

         Delaware                     333-150385                  26-1272059
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)                 File No.)             Identification No.)

         No. 78 Kanglong East Road, Yangdaili, Chendai Township Jinjiang
                       City, Fujian Province, P. R. China
                    (Address of principal executive offices)

                             Tel: (86 595) 8677 0999
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition  of "large  accelerated  filer,"  "accelerated  filer," and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

As of November  15,  2010,  15,000,000  shares of the  Company's  common  stock,
$0.0001 par value, were issued and outstanding.
<PAGE>
                          Pacific Bepure Industry Inc.
                                Table of Contents

PART I FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  3

         Condensed Consolidated Balance Sheets as of September 30, 2010
         (unaudited) and December 31, 2009                                     3

         Condensed Consolidated  Statements of Income and Comprehensive
         Income for the three and nine months ended September 30, 2010
         and 2009 (unaudited)                                                  4

         Condensed Consolidated Statements of Cash Flows for the nine months
         ended September 30, 2010 and 2009 (unaudited)                         5

         Condensed Consolidated Statement of Stockholders' Equity              7

         Notes to Condensed Consolidated Financial Statements (unaudited)      8

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                23

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           33

Item 4T. Controls and Procedures                                              33

Part II  OTHER INFORMATION

Item 1   Legal Proceedings                                                    33

Item 1A  Risk Factors                                                         33

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          33

Item 3.  Defaults upon Senior Securities                                      33

Item 4.  Removed or reserved                                                  33

Item 5.  Other Information                                                    34

Item 6.  Exhibits                                                             34

Signatures                                                                    35

                                       2
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Balance Sheets
As of September 30, 2010 and December 31, 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>

                                                                    As of                 As of
                                                                 September 30,         December 31,
                                                                     2010                  2009
                                                                 ------------          ------------
                                                                  (Unaudited)            (Audited)
<S>                                                              <C>                   <C>
ASSETS

CURRENT ASSETS

  Cash and cash equivalents                                      $  5,266,419          $  4,325,176
  Trade and bills receivables                                      10,077,149             7,274,214
  Prepayments and other receivables - Note 5                          374,889                69,618
  Advances to customers and distributors - Note 6                   2,985,921             2,934,000
  Inventories - Note 7                                              1,468,297               698,135
                                                                 ------------          ------------
      Total current assets                                         20,172,675            15,301,143

Properties, plant and equipment, net - Note 8                       7,137,342             6,407,851
Land use rights - Note 9                                            5,958,272             5,949,593
Intangible asset - Note 10                                            177,662               214,182
                                                                 ------------          ------------

      TOTAL ASSETS                                               $ 33,445,951          $ 27,872,769
                                                                 ============          ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Current liabilities
    Trade and bills payables                                     $  1,896,444          $  3,477,541
    Other payables and accrued expenses - Note 11                   5,342,977             6,201,508
    Loans payable - Note 12                                         4,672,967             1,467,000
    Dividend payable                                                       --             2,019,252
    Amount due to a director - Note 13                              2,050,566                    --
    Income tax payable                                              2,311,332             1,986,162
                                                                 ------------          ------------
      Total current liabilities                                    16,274,286            15,151,463

      TOTAL LIABILITIES                                            16,274,286            15,151,463
                                                                 ------------          ------------

COMMITMENTS AND CONTINGENCIES - Note 14

STOCKHOLDERS' EQUITY
  Common stock: par value of $0.0001 per share
   Authorized 75,000,000 shares; issued and outstanding
   15,000,000 shares in 2010 and 2009 - Note 20                         1,500                 1,500
  Additional paid-in capital                                        3,124,213             3,124,213
  Statutory reserve - Note 21                                         309,688               309,688
  Accumulated other comprehensive income                            1,639,741             1,341,306
  Retained earnings                                                12,096,523             7,944,599
                                                                 ------------          ------------
      TOTAL STOCKHOLDERS' EQUITY                                   17,171,665            12,721,306
                                                                 ------------          ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 33,445,951          $ 27,872,769
                                                                 ============          ============
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

                                       3
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
For the three and nine months ended September 30, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                       Nine months ended                 Three months ended
                                                         September 30,                      September 30,
                                                ------------------------------      -----------------------------
                                                    2010              2009              2010             2009
                                                ------------      ------------      ------------     ------------
                                                 (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)
<S>                                             <C>               <C>               <C>              <C>
Sales revenue                                   $ 20,157,801      $ 15,196,896      $ 10,870,624     $  8,135,883
Cost of sales                                     13,340,291         9,880,369         7,128,247        5,224,902
                                                ------------      ------------      ------------     ------------

Gross profit                                       6,817,510         5,316,527         3,742,377        2,910,981
                                                ------------      ------------      ------------     ------------
Operating expenses
  Administrative expenses                            828,225           633,005           247,180          184,043
  Selling expenses                                   190,424           173,578            46,000           55,103
                                                ------------      ------------      ------------     ------------
                                                   1,018,649           806,583           293,180          239,146
                                                ------------      ------------      ------------     ------------

Income from operations                             5,798,861         4,509,944         3,449,197        2,671,835
  Other (expense)/income                             (12,315)           (3,812)           10,619           (1,882)
  Finance costs - Note 15                           (194,678)          (88,245)          (72,102)         (31,726)
                                                ------------      ------------      ------------     ------------

Income before income taxes                         5,591,868         4,417,887         3,387,714        2,638,227
Income taxes - Note 16                            (1,439,944)       (1,147,494)         (858,676)        (665,160)
                                                ------------      ------------      ------------     ------------

Net income                                         4,151,924         3,270,393         2,529,038        1,973,067

Other comprehensive income:-
  Foreign currency translation adjustments           298,435            24,956           277,500           10,381
                                                ------------      ------------      ------------     ------------

Total comprehensive income                      $  4,450,359      $  3,295,349      $  2,806,538     $  1,983,448
                                                ============      ============      ============     ============
Earnings per share:
  Basic and diluted - Note 17                   $      0.277      $      0.311      $      0.169     $      0.188
                                                ============      ============      ============     ============
Weighted average number of shares outstanding:
  Basic and diluted                               15,000,000        10,500,000        15,000,000       10,500,000
                                                ============      ============      ============     ============
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

                                       4
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                          Nine months ended
                                                                             September 30,
                                                                   ---------------------------------
                                                                      2010                  2009
                                                                   -----------           -----------
                                                                   (Unaudited)           (Unaudited)
<S>                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $ 4,151,924           $ 3,270,393
  Adjustments to reconcile net income to net cash
   (used in)/provided by operating activities:
     Depreciation                                                      118,685               115,048
     Amortization of an intangible asset and
      land use rights recognised as expenses                            40,376                40,221
  Changes in operating assets and liabilities :-
     Restricted cash                                                        --                74,576
     Trade and bills receivables                                    (2,627,797)           (2,346,352)
     Prepayments and other receivables                                (298,762)              263,279
     Inventories                                                      (744,655)             (158,974)
     Trade and bills payables                                       (1,614,129)            3,098,769
  Other payables and accrued expenses                                 (951,471)           (1,971,861)
     Income tax payable                                                284,989            (1,153,271)
                                                                   -----------           -----------
Net cash flows (used in)/provided by operating activities           (1,640,840)            1,231,828
                                                                   -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Advance to a director                                                     --              (699,509)
  Payments to acquire properties, plant and
   equipment and construction in progress                             (629,921)             (706,573)
                                                                   -----------           -----------
Net cash flows used in investing activities                           (629,921)           (1,406,082)
                                                                   -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from new loans                                            4,591,867             2,046,036
  Repayment of loans                                                (1,467,050)           (2,909,432)
  Repayment of amount due to a director                                 (4,360)                   --
                                                                   -----------           -----------
Net cash flows provided by/(used in) financing activities            3,120,457              (863,396)
                                                                   -----------           -----------
Effect of foreign currency translation on cash
  and cash equivalents                                                  91,547                16,419

Net increase/(decrease) in cash and cash equivalents                   941,243            (1,021,231)

Cash and cash equivalents - beginning of period                      4,325,176             3,633,929
                                                                   -----------           -----------

Cash and cash equivalents - end of period                          $ 5,266,419           $ 2,612,698
                                                                   ===========           ===========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

                                       5
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Cash Flows (cont'd)
For the nine months ended September 30, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                          Nine months ended
                                                                             September 30,
                                                                   ---------------------------------
                                                                      2010                  2009
                                                                   -----------           -----------
                                                                   (Unaudited)           (Unaudited)
<S>                                                                <C>                   <C>
Supplemental disclosures for cash flow information:-

Cash paid for:-
  Interest                                                          $  190,957           $   95,698
  Income taxes                                                      $1,154,955           $2,294,339
                                                                    ==========           ==========
Non-cash financing activities:
  Dividends - Note                                                  $2,019,252           $5,258,473
                                                                    ==========           ==========
</TABLE>

Note:-
On January  26,  2009,  the  Company  declared  interim  dividend  amounting  to
$7,299,590 of which $5,280,338 was settled via a current account with a director
in 2009.  In 2010,  the  remaining  balance of  dividend  payable  amounting  to
$2,019,252 was transferred to current account with a director.


              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       6
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Stockholders' Equity
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                     Common stock                                 Accumulated
                                  -------------------    Additional   Statutory     other                         Total
                                 Number of                paid-in      reserve   comprehensive   Retained     stockholders'
                                  Shares       Amount     capital     (Note 21)     income       earnings        equity
                                  ------       ------     -------     ---------     ------       --------        ------

<S>                             <C>           <C>         <C>          <C>         <C>           <C>          <C>
Balance, December 31, 2009      15,000,000    $  1,500    $3,124,213   $309,688   $1,341,306    $ 7,944,599   $ 12,721,306

Net income                              --          --            --         --           --      4,151,924      4,151,924

Foreign currency translation
 adjustments                            --          --            --         --      298,435             --        298,435
                                ----------    --------    ----------   --------   ----------    -----------   ------------

Balance, September 30, 2010     15,000,000    $  1,500    $3,124,213   $309,688   $1,639,741    $12,096,523   $ 17,171,665
                                ==========    ========    ==========   ========   ==========    ===========   ============
</TABLE>

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       7
<PAGE>
1. CORPORATE INFORMATION

     Pacific Bepure Industry Inc. (the "Company") was incorporated on October 9,
     2007 under the laws of the State of Delaware with authorized  share capital
     of $7,500, divided into 75,000,000 common shares of $0.0001 par value each.
     On December 17,  2009,  the Company  changed its name from  Wollemi  Mining
     Corp. to Pacific Bepure  Industry Inc. The Company's  shares are quoted for
     trading on the  Over-the-counter  Bullentin  Board in the United  States of
     America.

     On November 5, 2009, the Company  entered a share  exchange  agreement (the
     "Share Exchange Agreement") with Peakway Worldwide Limited  ("Peakway"),  a
     British Virgin Islands  ("BVI")  company,  and its sole  stockholder,  Cabo
     Development Limited ("Cabo"), a BVI company. Pursuant to the Share Exchange
     Agreement,  the Company acquired 100% of the issued and outstanding capital
     stock of Peakway in exchange for  10,500,000 of the Company's  newly issued
     common  stock at par value of $0.0001  each,  which  constitute  70% of the
     Company's issued and outstanding  capital stock as of and immediately after
     the  consummation  of the  transactions  contemplating  by  Share  Exchange
     Agreement (the "RTO").

     As a result of the RTO completed on November 11, 2009, the Company acquired
     100% of the  capital  stock of  Peakway  and  consequently,  control of the
     business and operations of Peakway. From and after the closing of the Share
     Exchange  Agreement,  the  Company's  primary  operations  consist  of  the
     business and  operations of Peakway,  which acts as an  investment  holding
     company and  currently  has three  subsidiaries  namely,  Alberta  Holdings
     Limited   ("Alberta"),   Fujian  Jinjiang  Pacific  Shoes  Company  Limited
     ("Pacific  Shoes")  and  Fujian  Baopiao  Light  Industry  Company  Limited
     ("Baopiao").

     Peakway  was  incorporated  in the BVI on  November  3,  2006 as a  limited
     liability  company with authorized share capital of $50,000,  dividend into
     50,000  common  shares of $1 par value each.  The issued  share  capital of
     Peakway is $1,000, divided into 1,000 common shares of $1 par value each.

     Alberta  was  incorporated  in Hong Kong on  November  4, 2006 as a limited
     liability company with authorized share capital of 10,000 Hong Kong dollars
     ("HK$"),  divided  into 10,000  common  shares of HK$1 par value each.  The
     issued share  capital of Alberta is HK$1,  being 1 common share of HK$1 par
     value.  Alberta is also a holding  company and had no other operation since
     its incorporation.

     Pacific Shoes was established as a sino-foreign equity joint venture entity
     in the  People's  Republic  of China  (the  "PRC")  on April 9,  1993  with
     registered  capital of 5,000,000  Renminbi  ("RMB")  (which are not divided
     into shares) and its registered capital was fully paid up.

     Baopiao was established as a wholly  foreign-owned  enterprise  ("WFOE") in
     the PRC on  February  15,  2006 with  registered  capital of  HK$50,000,000
     (which are not divided  into  shares).  As of March 31,  2010,  its paid up
     capital was HK$16,370,478 of which HK$15,401,180 was certified. Baopiao had
     been under development and had not started commercial operations.

     Following the RTO, the Company,  through its subsidiaries,  commenced to be
     engaged in the design,  manufacturing  and  trading of  footwear  under the
     brand names of "BEPURE"  through a network across the PRC. The major target
     market of the Company's products is the PRC.

                                       8
<PAGE>
2. GROUP REORGANIZATION AND BASIS OF PRESENTATION

     Pursuant to the Share  Exchange  Agreement  dated on November 5, 2009,  the
     Company  issued  10,500,000  shares,  par value  $0.0001 per share,  to the
     stockholder  of  Peakway,  representing  approximately  70% of the  Company
     post-exchange  issued and outstanding common stock, in exchange for 100% of
     the outstanding capital stock of Peakway.

     The  RTO  is  accounted  for  as a  recapitalization  effected  by a  share
     exchange,  wherein  Peakway is considered  the acquirer for  accounting and
     financial  reporting  purposes.  Peakway's assets and liabilities  would be
     brought  forward at their book value and no goodwill  would be  recognized.
     These  consolidated  financial  statements are issued under the name of the
     Company, represent the continuation of the financial statements of Peakway.

3. BASIS OF PRESENTATION

     These unaudited condensed  consolidated financial statements of the Company
     and its  subsidiaries  have been prepared in accordance  with the rules and
     regulations of the Securities and Exchange Commission (the "SEC").  Certain
     information and note disclosures  normally included in financial statements
     prepared in accordance with accounting principles generally accepted in the
     United  States of America  (the "US GAAP") have been  condensed  or omitted
     from  these   statements   pursuant  to  such  rules  and  regulation  and,
     accordingly,  they do not include all the  information  and notes necessary
     for comprehensive  consolidated  financial statements and should be read in
     conjunction with our audited consolidated financial statements for the year
     ended December 31, 2009.

     In the opinion of the management of the Company, all adjustments, which are
     of a normal recurring nature, necessary for a fair statement of the results
     for the nine-month  periods have been made.  Results for the interim period
     presented  are not  necessarily  indicative  of the  results  that might be
     expected for the entire fiscal year.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     The condensed consolidated financial statements include the accounts of the
     Company and its subsidiaries.  All significant  inter-company  accounts and
     transactions have been eliminated in consolidation.

     CONCENTRATIONS OF CREDIT RISK

     Financial  instruments that potentially  subject the Company to significant
     concentrations  of  credit  risk  consist  principally  of  cash  and  cash
     equivalents,  trade receivables and advances to customers and distributors.
     As of September  30, 2010 and December 31, 2009,  substantially  all of the
     Company's  cash  and  cash   equivalents   were  held  by  major  financial
     institutions  located in the PRC,  which  management  believes  are of high
     credit quality. With respect to trade receivables and advances to customers
     and  distributors,  the Company  extends credit based on evaluations of the
     customers' and  distributors'  financial  positions.  The Company generally
     does not require collateral for customers and distributors.

                                       9
<PAGE>
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     CONCENTRATIONS OF CREDIT RISK (CONT'D)

     During the  reporting  period,  customers  representing  10% or more of the
     Company's sales are as follows:-

<TABLE>
<CAPTION>
                                            Nine months ended            Three months ended
                                               September 30,                September 30,
                                         ------------------------     -------------------------
                                            2010          2009           2010           2009
                                         ----------    ----------     ----------     ----------
                                         (Unaudited)   (Unaudited)    (Unaudited)    (Unaudited)
<S>                                      <C>           <C>            <C>            <C>
     Taiwan Quanyi Xingye Co., Ltd.      $4,620,681    $       --     $1,366,604     $       --
     Jinjiang Import Export Co., Ltd.            --     3,417,582             --      1,070,030
                                         ----------    ----------     ----------     ----------
                                         $4,620,681    $3,417,582     $1,366,604     $1,070,030
                                         ==========    ==========     ==========     ==========
</TABLE>

     Details of customers for 10% or more of the Company's trade receivables
     are:-

<TABLE>
<CAPTION>
                                       As of                As of
                                    September 30,        December 31,
                                        2010                2009
                                     ----------          ----------
                                     (Unaudited)           (Audited)
<S>                                  <C>                 <C>
     Taiwan Quanyi Xingye Co., Ltd.  $1,464,593          $1,009,848
                                     ==========          ==========
</TABLE>

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     ASC 820 "Fair Value Measurements and Disclosures" (previously SFAS No. 107)
     requires  the   disclosure  of  the  estimated   fair  value  of  financial
     instruments  including  those  financial  instruments for which the ASC 323
     fair value option was not  elected.  Except for  collateralized  borrowings
     disclosed  below,  the  carrying  amounts  of other  financial  assets  and
     liabilities approximate their fair values due to short maturities:-

<TABLE>
<CAPTION>
                                    As of Septmeber 30, 2010         As of December 31, 2009
                                    ------------------------       -------------------------
                                           (Unaudited)                      (Audited)
                                    Carrying          Fair         Carrying           Fair
                                     amount           value         amount            value
                                     ------           -----         ------            -----
<S>                                <C>             <C>            <C>              <C>
      Collateralized short-term
       bank loans                  $4,672,967      $4,666,512     $1,467,0000      $1,464,258
</TABLE>

     The fair values of  collateralized  borrowings  are based on the  Company's
     current  incremental   borrowing  rates  for  similar  types  of  borrowing
     arrangements.

     It is  management's  opinion that the Company is not exposed to significant
     price or credit risks arising from these financial instruments.

                                       10
<PAGE>
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Accounting for Transfers of Financial Assets (Included in amended Topic ASC
     860 "Transfers and Servicing", previously Statement of Financial Accounting
     Standards ("SFAS") No. 166, "Accounting for Transfers of Financial Assets -
     an Amendment of Financial  Accounting Standard Board ("FASB") Statement No.
     140."). The amended topic addresses information a reporting entity provides
     in its financial  statements  about the transfer of financial  assets;  the
     effects of a transfer on its financial position, financial performance, and
     cash  flows;  and a  transferor's  continuing  involvement  in  transferred
     financial  assets.  Also,  the  amended  topic  removes  the  concept  of a
     qualifying  special purpose  entity,  limits the  circumstances  in which a
     transferor  derecognizes  a portion  or  component  of a  financial  asset,
     defines  participating  interest and enhances the  information  provided to
     financial  statement  users to provide  greater  transparency.  The amended
     topic is effective for the first annual  reporting  period  beginning after
     November  15,  2009 and was  effective  for us as of January  1, 2010.  The
     adoption  of this  amended  topic has no material  impact on the  Company's
     financial statements.

     Consolidation of Variable  Interest Entities - Amended (Included in amended
     Topic ASC 810  "Consolidation",  previously  SFAS 167  "Amendments  to FASB
     Interpretation  No.  46(R)").  The amended topic  requires an enterprise to
     perform an analysis to  determine  the  primary  beneficiary  of a variable
     interest entity; to require ongoing  reassessments of whether an enterprise
     is the primary  beneficiary of a variable  interest entity and to eliminate
     the quantitative  approach  previously required for determining the primary
     beneficiary of a variable interest entity.  The amended topic also requires
     enhanced  disclosures that will provide users of financial  statements with
     more  transparent  information  about  an  enterprise's  involvement  in  a
     variable  interest  entity.  The amended  topic is effective  for the first
     annual  reporting  period  beginning  after  November  15, 2009 and will be
     effective for us as of January 1, 2010.  The adoption of this amended topic
     has no material impact on the Company's financial statements.

     The FASB issued  Accounting  Standards  Update (ASU) No.  2009-13,  Revenue
     Recognition  (Topic 605):  Multiple  Deliverable  Revenue  Arrangements - A
     Consensus of the FASB  Emerging  Issues Task  Force." This update  provides
     application  guidance  on  whether  multiple  deliverables  exist,  how the
     deliverables  should  be  separated  and how the  consideration  should  be
     allocated to one or more units of  accounting.  This update  establishes  a
     selling price hierarchy for determining the selling price of a deliverable.
     The   selling   price   used  for  each   deliverable   will  be  based  on
     vendor-specific  objective evidence, if available,  third-party evidence if
     vendor-specific  objective evidence is not available,  or estimated selling
     price if neither vendor-specific or third-party evidence is available.  The
     Company will be required to apply this guidance  prospectively  for revenue
     arrangements  entered into or  materially  modified  after January 1, 2011;
     however, earlier application is permitted. The management is in the process
     of  evaluating  the impact of  adopting  this ASU  update on the  Company's
     financial statements.

                                       11
<PAGE>
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT'D)

     The FASB  issued  ASU  2010-06,  Improving  Disclosures  about  Fair  Value
     Measurements.  ASU 2010-06  amends ASC Topic 820 to require  the  following
     additional  disclosures regarding fair value measurements:  (i) the amounts
     of transfers between Level 1 and Level 2 of the fair value hierarchy;  (ii)
     reasons for any transfers in or out of Level 3 of the fair value  hierarchy
     and (iii) the inclusion of information  about purchases,  sales,  issuances
     and  settlements in the  reconciliation  of recurring Level 3 measurements.
     ASU  2010-06  also  amends  ASC Topic 820 to  clarify  existing  disclosure
     requirements,  requiring  fair  value  disclosures  by class of assets  and
     liabilities  rather than by major  category and the disclosure of valuation
     techniques and inputs used to determine the fair value of Level 2 and Level
     3 assets and  liabilities.  With the exception of  disclosures  relating to
     purchases,   sales,   issuances  and   settlements  of  recurring  Level  3
     measurements,  ASU 2010-06 was effective  for interim and annual  reporting
     periods  beginning  after December 15, 2009.  The  disclosure  requirements
     related to purchases, sales, issuances and settlements of recurring Level 3
     measurements  will  be  effective  for  financial   statements  for  annual
     reporting  periods  beginning after December 15, 2010. The management is in
     the process of evaluating the effect of disclosure  requirements related to
     purchases,   sales,   issuances  and   settlements  of  recurring  Level  3
     measurements on these financial statements and results of operations and is
     currently not yet in a position to determine such effects.

     The FASB issued ASU No. 2010-02,  "Consolidation (Topic 810) Accounting and
     Reporting   for   Decreases   in  Ownership  of  a  Subsidiary  -  a  Scope
     Clarification".  This  amendment  affects  entities  that  have  previously
     adopted  Topic 810-10  (formally  SFAS 160).  It clarifies  the decrease in
     ownership  provisions of Subtopic 810-10 and removes the potential conflict
     between guidance in that Subtopic and asset  derecognition and gain or loss
     recognition  guidance  that may exist in other US GAAP.  An entity  will be
     required to follow the  amended  guidance  beginning  in the period that it
     first adopts FAS 160 (now included in Subtopic 810-10).  For those entities
     that have already  adopted FAS 160,  the  amendments  are  effective at the
     beginning  of the first  interim or annual  reporting  period  ending on or
     after December 15, 2009. The amendments  should be applied  retrospectively
     to the first  period that an entity  adopted FAS 160.  The adoption of this
     ASU update has no material impact on the Company's financial statements.

     In  February  2010,  the  FASB  issued  ASU  2010-09,   Subsequent  Events:
     Amendments to Certain Recognition and Disclosure Requirements, which amends
     FASB ASC Topic 855, Subsequent Events. The update provides that SEC filers,
     as defined in ASU  2010-09,  are no longer  required to  disclose  the date
     through which  subsequent  events have been evaluated in originally  issued
     and revised  financial  statements.  The update also requires SEC filers to
     evaluate  subsequent  events through the date the financial  statements are
     issued  rather than the date the financial  statements  are available to be
     issued. The Company adopted ASU 2010-09 upon issuance. The adoption of this
     ASU update has no material impact on the Company's financial statements.

                                       12
<PAGE>
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT'D)

     In July  2010,  the FASB  issued ASU  2010-20,  "Receivables  (Topic  310):
     Disclosures  about the Credit  Quality  of  Financing  Receivables  and the
     Allowance  for Credit  Losses".  The objective of ASU 2010-20 is to provide
     financial  statement  users with  greater  transparency  about an  entity's
     allowance  for  credit  losses  and the  credit  quality  of its  financing
     receivables.   Under  ASU  2010-20,   an  entity  is  required  to  provide
     disclosures  so that financial  statement  users can evaluate the nature of
     the  credit  risk   inherent  in  the   entity's   portfolio  of  financing
     receivables,  how that  risk is  analyzed  and  assessed  to  arrive at the
     allowance for credit losses,  and the changes and reasons for those changes
     in the  allowance  for credit  losses.  ASU  2010-20 is  applicable  to all
     entities,  both  public and  non-public  and is  effective  for interim and
     annual reporting periods ending on or after December 15, 2010.  Comparative
     disclosure for earlier reporting periods that ended before initial adoption
     is  encouraged  but not  required.  However,  comparative  disclosures  are
     required to be disclosed for those  reporting  periods ending after initial
     adoption.  The  management  is in the process of  evaluating  the impact of
     adopting this ASU update on the Company's financial statements.

     In  October  2010,  the FASB  issued  ASU  2010-26,  Accounting  for  Costs
     Associated with Acquiring or Renewing Insurance Contracts.  The standard is
     effective for interim and annual reporting periods beginning after December
     15, 2011,  with  earlier  adoption  permitted.  The  provisions  of the new
     standard  can be  applied  either  prospectively  or  retrospectively.  The
     standard amends ASC Topic 944, Financial Services--Insurance,  and modifies
     the  definition of the types of costs  incurred by insurance  entities that
     can be capitalized in the  acquisition  of new and renewal  contracts.  The
     management is in the process of evaluating  the impact of adopting this ASU
     update on the Company's financial statements.

5. PREPAYMENTS AND OTHER RECEIVABLES

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Prepayments to suppliers                    $264,884            $     --
     Advances to staff                            110,005              69,618
                                                 --------            --------
                                                 $374,889            $ 69,618
                                                 ========            ========

6. ADVANCES TO CUSTOMERS AND DISTRIBUTORS

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Interest-free loans advanced to
      customers and distributors                 $2,985,921          $2,934,000
                                                 ==========          ==========

     In order to improve the market  shares and increase the number of retailing
     points in the PRC, the management  advanced cash to the potential retailers
     for them to increase the number of retail shops and distribution  points in
     the  related  provinces  in  which  they  are  located.   The  amounts  are
     interest-free, unsecured and payable upon demand.

                                       13
<PAGE>
7. INVENTORIES

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Raw materials                              $  403,604          $  307,077
     Work-in-progress                              629,876             161,297
     Finished goods                                434,817             229,761
                                                ----------          ----------
                                                $1,468,297          $  698,135
                                                ==========          ==========

8. PROPERTIES, PLANT AND EQUIPMENT

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Costs:
       Plant and machinery                      $   969,990         $   904,816
       Office equipment                              92,813              71,995
       Buildings                                  1,316,361           1,293,472
       Motor vehicle                                 20,424                  --
                                                -----------         -----------

                                                  2,399,588           2,270,283
     Accumulated depreciation                    (1,205,890)         (1,066,269)
     Construction-in-progress                     5,943,644           5,203,837
                                                -----------         -----------
                                                $ 7,137,342         $ 6,407,851
                                                ===========         ===========

     During the reporting period, depreciation is included in:-

                                                      Nine months ended
                                                         September 30,
                                                -------------------------------
                                                    2010                2009
                                                -----------         -----------
                                                (Unaudited)         (Unaudited)

     Cost of sales and overheads                $    68,799         $    71,060
     Administrative expenses                         49,886              43,988
                                                -----------         -----------
                                                $   118,685         $   115,048
                                                ===========         ===========

     Notes: -

     As of September  30, 2010 and December 31, 2009,  buildings  with  carrying
     value  of  $848,747  and  $868,185  respectively,   were  pledged  for  the
     collateralized bank loans (Note 12a).

     Construction-in-progress consist mainly the new factory and warehouse under
     construction.

                                       14
<PAGE>
9. LAND USE RIGHTS

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)

     Cost                                      $ 6,312,746         $ 6,202,975
     Accumulated amortization                     (354,474)           (253,382)
                                               -----------         -----------
                                               $ 5,958,272         $ 5,949,593
                                               ===========         ===========

     The Company  obtained  the rights from the  relevant  PRC land bureau for a
     period of 50 years to use the land on which the office premises, production
     facilities and warehouse of the Company are situated.

     As of September  30, 2010 and  December 31, 2009,  the land use rights with
     carrying  value of  $5,958,272  and $48,734  respectively,  was pledged for
     collateralized bank loans (Note 12a).

     During the nine months ended September 30, 2010 and 2009,  amortization for
     the land use rights  amounted to $94,932  and $92,682 of which  $94,166 and
     $91,920 have been capitalized in construction-in-progress, respectively.

     The estimated aggregate  amortization  expenses for the land use rights for
     the five succeeding years are as follows :-

         Year
         ----
         2010                                                      $ 34,150
         2011                                                       129,082
         2012                                                       129,082
         2013                                                       129,082
         2014                                                       129,082
                                                                   --------
                                                                   $550,478
                                                                   ========

                                       15
<PAGE>
10. INTANGIBLE ASSET

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Software
       Cost                                      $ 298,592           $ 293,400
       Accumulated amortization                   (120,930)            (79,218)
                                                 ---------           ---------
                                                 $ 177,662           $ 214,182
                                                 =========           =========

     This software represents  integrated software in designing footwear and was
     purchased by Pacific  Shoes.  Pursuant to the management  experience,  this
     software's  estimated useful life was 5 years.  Since its  acquisition,  an
     annual  impairment review was performed by management and no impairment was
     identified.

     During the nine months ended September 30, 2010 and 2009,  amortization for
     intangible asset amounted to $39,610 and $39,459, respectively.

     The  estimated  aggregate  amortization  expenses for software for the five
     succeeding years are as follows:-

         Year
         ----
         2010                                                      $ 16,260
         2011                                                        52,780
         2012                                                        52,780
         2013                                                        52,780
         2014                                                         3,062
                                                                   ---------
                                                                   $177,662
                                                                   =========

                                       16
<PAGE>
11. OTHER PAYABLES AND ACCRUED EXPENSES

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)

     Value added tax and other tax payable      $3,696,642          $4,417,015
     Staff welfare payables (Note 11a)           1,032,868           1,163,898
     Accrued expenses and other payables           376,492             211,386
     Salaries payable                              236,975             409,209
                                                ----------          ----------

                                                $5,342,977          $6,201,508
                                                ==========          ==========

     Notes:-

     a)   Staff  welfare  payable  represents  accrued staff  medical,  industry
          injury claims,  labor and  unemployment  insurances,  all of which are
          covered by third  parties  insurance  and the  insurance  premiums are
          based on  certain  percentage  of  salaries.  The  obligations  of the
          Company are limited to those premiums contributed by the Company.

12. LOANS PAYABLE

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Collateralized short-term bank loans
      (Note 12a)                                $4,672,967          $1,467,000
                                                ==========          ==========

     Notes:-

     a)   The bank loans are  denominated  in RMB and carried  average  interest
          rate as of September 30, 2010 and December 31, 2009 at 6.06% and 6.02%
          respectively.

          The bank  loans  were  collateralized  by the  buildings  and land use
          rights with carrying values of $848,747 (Note 8) and $5,958,272  (Note
          9), respectively,  and guaranteed by Mr. Li Haiting, the sole director
          of the Company and a third party.

          During the reporting period, there were no covenant requirements under
          the banking facilities granted to the Company.

13. AMOUNT DUE TO A DIRECTOR

     The amount is interest-free, unsecured and repayable on demand.

                                       17
<PAGE>
14. COMMITMENTS AND CONTINGENCIES

     a.   Capital commitment

          As of September 30, 2010,  the Company had capital  commitment for its
          payment  of   registered   capital  for  Baopiao  in  the  amounts  of
          HK$33,629,522 (approximately $4,334,845).

     b.   Operating lease commitment

          As of September 30, 2010, the Company had one non-cancelable operating
          lease for its  office.  The lease  will  expire in March  2011 and the
          expected payment is $7,465.

          The rental expense relating to the operating lease was $11,736 for the
          nine months ended September 30, 2010.

     c.   Contingencies

          In accordance  with the PRC tax  regulations,  the Company's sales are
          subject to value  added tax  ("VAT") at 17% upon the  issuance  of VAT
          invoices to its customers.  When preparing these financial statements,
          the Company  recognized  revenue when goods were  delivered,  and made
          full tax provision in accordance with relevant national and local laws
          and regulations of the PRC.

          The Company  follows the practice of reporting its revenue for PRC tax
          purposes when invoices are issued.  In the local  statutory  financial
          statements  prepared under PRC GAAP, the Company recognized revenue on
          an "invoice  basis" instead of when goods are delivered.  Accordingly,
          despite the fact that the Company has made full tax  provision  in the
          financial statements,  the Company may be subject to a penalty for the
          deferred  reporting  of tax  obligations.  The exact amount of penalty
          cannot be  estimated  with any  reasonable  degree of  certainty.  The
          director  considers it is very  unlikely  that the tax penalty will be
          imposed.

15. FINANCE COSTS

<TABLE>
<CAPTION>
                                           Nine months ended                Three months ended
                                              September 30,                    September 30,
                                      ---------------------------      ---------------------------
                                        2010               2009          2010               2009
                                      --------           --------      --------           --------
                                              (Unaudited)                       (Unaudited)
<S>                                   <C>                <C>           <C>                <C>
     Bank loan interest expenses      $190,957           $ 95,698      $ 67,520           $ 32,939
     Interest income                    (3,066)            (7,453)         (661)            (1,213)
     Bank charges                        6,787                 --         5,243                 --
                                      --------           --------      --------           --------
                                      $194,678           $ 88,245      $ 72,102           $ 31,726
                                      ========           ========      ========           ========
</TABLE>

                                       18
<PAGE>
16. INCOME TAXES

     UNITED STATES

     Pacific Bepure Industry Inc. is subject to the United States of America Tax
     law at tax rate of 34%. No  provision  for the US federal  income taxes has
     been made as the Company had no taxable income in this jurisdiction for the
     reporting period.

     BVI

     Peakway was incorporated in the BVI and, under the current laws of the BVI,
     is not subject to income taxes.

     HONG KONG

     Alberta was incorporated in Hong Kong and is subject to profits tax rate of
     16.5%.  It is currently  not subject to income taxes  because it derived no
     taxable income during the reporting period.

     PRC

     On March 16, 2007, the National  People's  Congress  approved the Corporate
     Income Tax Law of the People's  Republic of China (the "New CIT Law").  The
     New CIT Law reduces the standard  corporate income tax rate from 33% to 25%
     effective from January 1, 2008.  Pursuant to the New CIT Law, Pacific Shoes
     and  Baopiao  have  been  subjected  to EIT at a  unified  rate of 25% from
     January 1, 2008 onwards.

     According  to the PRC tax laws and  regulations,  Pacific  Shoes and Bapiao
     being a sino-foreign  equity joint venture entity and a WFOE  respectively,
     were  entitled  to,  starting  from the first  profitable  year, a two-year
     exemption from enterprise income tax followed by a three-year 50% reduction
     in its enterprise income tax ("Tax Holiday").

     The Tax Holiday of Pacific  Shoes  commenced in year 1993 and ended in year
     1997.

     Baopiao has not started commercial  operations and had no reportable profit
     under China Accounting  Regulations since its incorporation on February 15,
     2006.  Baopiao had not applied  for such Tax  Holiday to the  relevant  PRC
     authority  before  the New CIT Law  became  effective  on  January 1, 2008.
     However,  pursuant  to the  transitional  provisions  in the New  CIT  Law,
     companies  qualified for Tax Holiday must make application prior to January
     1, 2008 and the Tax  Holiday  would be deemed  commence  on January 1, 2008
     regardless  of results of  operation.  Baopiao is therefore not entitled to
     Tax Holiday.

     The components of the provision for income taxes from continuing  operation
     are:-

<TABLE>
<CAPTION>
                                              Nine months ended               Three months ended
                                                 September 30,                   September 30,
                                         ---------------------------      --------------------------
                                           2010               2009          2010            2009
                                        ----------          ----------    ----------      ----------
                                        (Unaudited)        (Unaudited)   (Unaudited)     (Unaudited)
<S>                                     <C>                 <C>           <C>             <C>
     Current taxes - PRC                $1,439,944          $1,147,494    $  858,676      $  665,160
     Deferred taxes - PRC                       --                  --            --              --
                                        ----------          ----------    ----------      ----------
                                        $1,439,944          $1,147,494    $  858,676      $  665,160
                                        ==========          ==========    ==========      ==========
</TABLE>

                                       19
<PAGE>
16. INCOME TAXES (CONT'D)

     The effective  income tax expenses differ from the PRC statutory income tax
     rate from continuing operations in the PRC as follows:-

<TABLE>
<CAPTION>
                                                 Nine months ended               Three months ended
                                                    September 30,                   September 30,
                                            ---------------------------      --------------------------
                                              2010               2009          2010            2009
                                           ----------          ----------    ----------      ----------
                                           (Unaudited)        (Unaudited)   (Unaudited)     (Unaudited)
<S>                                        <C>                 <C>           <C>             <C>
     Provision for income taxes at PRC
      statutory income tax rate - 25%      $1,397,967          $1,104,472    $  846,929      $  659,557
     Non-deductible items for tax              41,977              43,022        11,747           5,603
                                           ----------          ----------    ----------      ----------
                                           $1,439,944          $1,147,494    $  858,676      $  665,160
                                           ==========          ==========    ==========      ==========
</TABLE>

17. EARNINGS PER SHARE

     The basic and diluted earnings per share is calculated using the net income
     and the weighted average number of shares  outstanding during the reporting
     periods.  All share and per share data have been  adjusted  to reflect  the
     recapitalization of the Company in the RTO.

     During the period,  the Company had no dilutive  instruments.  Accordingly,
     the basic and diluted earnings per share are the same.

18. RELATED PARTIES TRANSACTIONS

     Apart  from the  transactions  as  disclosed  in Notes  12(a) and 13 to the
     financial statements,  the Company had no material transactions carried out
     with related parties during the period.

19. TRADEMARKS

     Pacific  Shoes,  currently  owns two  trademarks,  namely  ("Bepure"),  and
     ("Dilks")  which  were  registered  in  the  PRC.  These   trademarks  were
     transferred to the subsidiary  from a major  stockholder of the Company for
     nil consideration during 2008.

                                       20
<PAGE>
20. COMMON STOCK

     The  Company  was  incorporated  on October 9, 2007 with  authorized  share
     capital of $7,500  divided  into  75,000,000  common  shares of $0.0001 per
     value each.  Following  the RTO as set out in Notes 1 and 2, the  financial
     statements  represent the  continuation of Peakway.  Hence,  the 10,500,000
     shares of par value $0.0001 per share,  totaling  $1,050 is presented as if
     they were in issue through out the periods presented.  The 4,500,000 shares
     of  $0.0001  par value  each  totaling  $450 in issue  prior to the RTO was
     presented  as  recapitalization,  a movement in common  stock to effect the
     RTO.

21. STATUTORY RESERVE

     The Company's statutory reserve comprise of the following:-

                                                  As of                As of
                                               September 30,        December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)

     Statutory reserve                           $ 309,688           $ 309,688
                                                 =========           =========

     Under PRC regulations, Pacific Shoes and Baopiao may pay dividends only out
     of their  accumulated  profits,  if any,  determined in accordance with PRC
     GAAP. In addition,  these  companies are required to set aside at least 10%
     of their  after-tax  net profits each year,  if any, to fund the  statutory
     reserves until the individual  balance of the reserve  reaches 50% of their
     corresponding individual registered capital. The statutory reserves are not
     distributable  in the form of cash dividends to the Company and can be used
     to make up cumulative prior year losses.

     For the nine months  ended  September  30, 2010 and 2009  respectively,  no
     appropriation to this statutory reserve was made as the reserve reached 50%
     of the  Pacific  Shoes'  registered  capital  and  Baopiao did not make any
     profit during the period.

22. DEFINED CONTRIBUTION PLAN

     Pacific Shoes and Baopiao have defined contribution plans for all qualified
     employees in the PRC.  Pacific  Shoes and Baopiao and their  employees  are
     each required to make  contributions to the plans at the rates specified in
     the plans. The only obligation of Pacific Shoes and Baopiao with respect to
     retirement schemes are to make the required  contributions under the plans.
     No forfeited  contribution is available to reduce the contribution  payable
     in the future  years.  The defined  contribution  plan  contributions  were
     charged to the consolidated  statements of income and comprehensive income.
     The Company  contributed  $86,124  and  $17,605  for the nine months  ended
     September 30, 2010 and 2009 respectively.

                                       21
<PAGE>
23. SEGMENT INFORMATION

     The  Company  uses the  "management  approach"  in  determining  reportable
     operating   segments.   The  management  approach  considers  the  internal
     organization  and reporting used by the Company's chief operating  decision
     maker for making  operating  decisions  and  assessing  performance  as the
     source for  determining  the  Company's  reportable  segments.  Management,
     including the chief operating  decision maker,  reviews  operating  results
     solely by monthly  revenue and  operating  results of the  Company  and, as
     such,  the  Company  has  determined  that the  Company  has one  operating
     segments  -  footwear,   as  defined  by  ASC  280,  "Segments   Reporting"
     (previously SFAS No. 131).

     All of the Company's  long-lived assets are located in the PRC.  Geographic
     information  about  the  revenues,   which  are  classified  based  on  the
     customers, is set out as follows:-

<TABLE>
<CAPTION>
                                                 Nine months ended               Three months ended
                                                    September 30,                   September 30,
                                            ---------------------------      --------------------------
                                              2010               2009          2010            2009
                                           ----------          ----------    ----------      ----------
                                           (Unaudited)        (Unaudited)   (Unaudited)     (Unaudited)
<S>                                        <C>                 <C>           <C>             <C>
     PRC                                   $15,493,515         $11,660,542   $ 9,504,439    $ 7,101,878
     Taiwan                                  4,664,286           3,536,354     1,366,185      1,034,005
                                           -----------         -----------   -----------    -----------
                                           $20,157,801         $15,196,896   $10,870,624    $ 8,135,883
                                           ===========         ===========   ===========    ===========
</TABLE>

24. SUBSEQUENT EVENTS

     The  company  evaluated  all events or  transactions  that  occurred  after
     September  30, 2010 through the date the financial  statements  were issued
     and has  determined  that  there are no  material  recognizable  subsequent
     events nor  transactions  which would require  recognition or disclosure in
     the condensed consolidated financial statements.

                                       22
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Quarterly Report on Form 10-Q contains both historical and "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Forward-looking  statements,  written,  oral or otherwise  made,  represent  the
Company's expectation or belief concerning future events. All statements,  other
than statements of historical  fact, are or may be  forward-looking  statements.
For  example,  statements  concerning  projections,  predictions,  expectations,
estimates or forecasts,  and  statements  that describe our  objectives,  future
performance,  plans or goals are, or may be, forward-looking  statements.  These
forward-looking  statements reflect management's current expectations concerning
future  results and events and can  generally be  identified by the use of words
such  as  "may,"  "will,"  "should,"  "could,"  "would,"  "likely,"   "predict,"
"potential,"    "continue,"   "future,"    "estimate,"    "believe,"   "expect,"
"anticipate," "intend," "plan," "foresee" and other similar words or phrases, as
well as statements in the future tense.

Forward-looking  statements  involve  known and  unknown  risks,  uncertainties,
assumptions,  and other  important  factors  that may cause our actual  results,
performance or achievements to be different from any future results, performance
and  achievements  expressed  or  implied  by these  statements.  The  following
discussion  and analysis  should be read in  conjunction  with our  consolidated
financial   statements  and  the  related  notes  thereto  and  other  financial
information  contained elsewhere in this Form 10-Q. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  opinions only as of the date hereof. We undertake no obligation to
revise or publicly release the results of any revision to these  forward-looking
statements. Readers should carefully review the factors described in the Section
entitled  "Risk  Factors" on Form 10-K and other  documents we file from time to
time with the Securities and Exchange Commission ("SEC").

OUR HISTORY AND CORPORATE STRUCTURE

We are a Delaware  corporation  that was incorporated on October 9, 2007. We are
headquartered  in Fujian  Province,  China. On November 11, 2009, we completed a
reverse  acquisition  transaction  ("Reverse  Merger")  with  Peakway  Worldwide
Limited ("Peakway"), a company incorporated under the laws of the British Virgin
Islands pursuant to the terms of a Share Exchange Agreement dated as of November
5, 2009 ("Share  Exchange  Agreement").  Alberta Holdings Limited is a Hong Kong
company incorporated on November 4, 2006 and was acquired by Peakway on November
1, 2007.  Alberta presently has two wholly-owned  subsidiaries:  Fujian Jinjiang
Pacific Shoes Co., Limited and Fujian Baopiao Light Industry Co., Limited.

Fujian Jinjiang Pacific Shoes Co., Limited  ("Pacific Shoes") was established as
a  sino-foreign  equity  joint  venture  entity in the PRC on April 9, 1993.  On
January  12,  2009,  Alberta  acquired  100% equity  interest in Pacific  Shoes.
Currently, all of our revenues have been generated from Pacific Shoes.

Fujian Baopiao Light  Industry Co.,  Limited  ("Baopiao ") was  established as a
wholly  foreign-owned  enterprise  ("WFOE") in the PRC on February 15, 2006.  On
February 26, 2009,  Alberta acquired 100% equity interest in Baopiao.  As of the
date of this report,  Baopiao is still in its development  stage and has not yet
generated any revenue.

BUSINESS REVIEW

Pacific  Bepure  Industry  Inc.  is  mainly  engaged  in  professional   design,
manufacture and  distribution of sports and casual  footwear.  We target at both
female  and  male  customers.   Yet,  our  products  are  mainly  available  for
fashionable young ladies as our Baopaio (or "Bepure") label is becoming more and
more  recognized  among Chinese women  footwear  consumers.  For the nine months
ended  September 30, 2010,  the Company's  sales  revenues  increased  32.64% to
$20,157,801compared  with  $15,196,896 in the same period of 2009. The growth is
mainly  attributable  to the increasing  demand for the  fashionable  and casual
footwear  products in China,  with the  popularity  and awareness  among Chinese
consumers towards health and fashion.

PRC economy  appears to maintain  stable growth under the Economy  Stimulus Plan
implemented by the PRC  government.  In first half of 2010, the urban per capita
disposable  income  increased  by 10.2% to RMB 9,757.  In order to mitigate  the
domestic  effects of the global recession which in the PRC resulted in decreased
orders  from  the US and  European  customers,  the PRC  government  focuses  on
stimulating  domestic consumer demand. As a result,  the sales of consumer goods
increased  by 18.2%,  23.8% of which  increase  is  attributable  to garment and
related sales.

                                       23
<PAGE>
In light of the foregoing,  the Company implemented its "Travel Times" marketing
strategy.  The four series  products under "Travel Times" include "Free Travel",
"Business Travel",  "Outdoor Travel" and "Urban Travel".  These  classifications
are based upon the target  customer  audience  the Company  intends to reach and
capture:  (a) "Free  Travel"  represents a collection  of canvas and  skateboard
shoes, geared toward a younger demographic, e.g. students, etc. with an emphasis
on free  spirit and  adventure;  (b)  "Business  Travel"  includes  the  Company
designed shoes that increase  height of an individual to boost one's  confidence
and relieve added physical stress,  which, the Company believes, is particularly
important in the business environment,  (c) "Outdoor Travel" includes shoes that
gears to meet  demands of a physically  active,  adventurous  customer;  and (d)
"Urban Travel" includes the Company designed shoes that are intended to meet the
fashion and practical needs of female urban professionals.

Early in October of this year, the Company held a seasonal new products fair for
spring and summer of 2011.  Distributors  from more than 22 provinces and cities
of PRC  attended  the fair and some  entered  into  agreement  with the  Company
related to supply of spring and summer products for 2011. The contract amount of
such purchase agreements is 30% more than that of the prior year.

BRAND PROMOTION

Under Baopiao's  brand  strategy,  we are aiming at building our fashionable and
distinctive  brand  image  in  the  casual  footwear  market  through  celebrity
endorsement and activity sponsorship.

This year, we hired the popular  singer Ms. Rui Ma to be our new product  model.
In July of 2010,  we organized a  professional  team in Xiamen to take photos of
our fall and  winter  products  in which Ms.  Rui Ma acted as the  model.  Those
pictures  were  applied  in  series  of   corresponding   promotions,   such  as
commercials,  posters, outdoor advertising, products album are being unveiled to
the public.

SALES NETWORK

We design,  develop,  manufacture  and distribute  sports and casual footwear in
China and South America through our indirectly owned Chinese  subsidiaries.  All
of our products are sold under the brand  "[Chinese  Characters]"  ("Baopiao" in
English).  We sell our products to  consumers in the People's  Republic of China
(for  purpose  of this Form  10-Q,  excludes  Hong Kong  Special  Administration
Region, Macau Special  Administration Region and Taiwan), or so-called "domestic
market"  and  South  America.  In the  domestic  market,  we sell  our  products
substantially  on a wholesale basis to our  distributors who are responsible for
distribution  to retail  outlets.  Through our  distributors,  our sales network
covers 24  provinces  and  administrative  regions in various  modes,  including
retail outlets, counters in department stores and shopping malls, and wall racks
in large  supermarkets.  Our products,  including  our branded  products and ODM
(Original Design  Manufacture)  products,  are sold in the South America through
our distributors.

In the domestic market, we adopted the sales mode of "four-prong  sales",  which
is a  combination  of four  retail  approaches,  including  distributor-operated
stores,  retailer-operated  stores,  franchise  stores  and  online  stores.  In
distributor-operated  stores,  distributors sell our product exclusively. In the
retailer  operated  stores,  distributor  appointed  retailers sell our products
exclusively  in such  stores.  We have certain  control  over these  distributor
appointed  retailers  because when we enter into  distribution  agreements  with
distributors,  we have the right to approve or reject the distributor's  request
to appoint certain  retailers.  The franchise stores refer to stores operated by
our franchisee  pursuant to franchise  agreements with us. In the second quarter
of 2010,  we extended our  coverage and control of sales  terminals by approving
the addition of retail outlets in major cities.  As of September 30, 2010, there
are 98 retail  locations and 1521 counters in shopping  malls  distributing  and
selling the products.

We continue to make efforts to attract distributors and expand our sales network
through out the  provinces  and regions in China where we  currently do not have
distribution. We will also continue to promote the on-line sales and enhance the
Internet marketing in cooperation with selected Internet websites operators.  As
part of our online marketing and distribution  strategy,  we improved our online
shopping  portal and  registered  Bepure  official  online store with Taobao,  a
leading Internet  destination for shopping,  socializing and information sharing
in China.

PRODUCT R&D

The Company consistently aims to develop attractive footwear products to satisfy
the  demand of its  target  market  and to  interpret  fashion  trends.  To help
accomplish  this, the Company has been focused on the R&D and application of new
craftsmanship,  new materials and new technologies,  to streamline the Company's

                                       24
<PAGE>
innovative brand concept and international  sports fashion. We increased the R&D
cost,  updated  the  equipment  and  introduced  additional  talents  to develop
fashionable and practical  products.  In addition,  the Company keeps adding new
elements  into the product  designs to enhance  its  existing  product  line and
consumer recognition the Baopiao brand, thus constantly striving for the fashion
leader position of "Baopiao" in the female sports and casual footwear market.

In order to shape an appropriate,  scalable and multiple product structure,  the
Company has  increased  the  percentage  of products  for men in total sales and
divided  products  into four  series,  including  the "Free  Travel",  "Business
Travel", "Outdoor Travel" and "Urban Travel" as discussed above.

CHAIN SUPPLY MANAGEMENT

In  response to the  diverse  demands  from  regional  markets,  the Company has
adopted a flexible marketing  strategy- a mix of "overall fair"and "local fair".
This  strategy  has  improved  the  adaptability  of our  products to  different
regions.  "Overall  fair" means every year,  the Company holds two fairs for its
Baopiao branded footwear,  namely,  the Autumn-Winter Fair and the Spring-Summer
Fair,  to match the pace of internal  production;  the "local fair"  relates the
extra  fairs  to be  held  in  target  markets  such as  Jiangsu  and  Guangdong
Provinces.

INFORMATION MANAGEMENT

The  Company  has set up an  information  management  system  which  consists of
financial  management,  sales management,  supply chain  management,  production
management,  decision-making  support  and  database  service  functions,  which
contributes significantly to the operation development.

This is an  integrated  IT  system  that is able to handle  the  ever-increasing
requirements  of business  development.  The Company will continue to extend the
new system to its sales channels, especially retail outlets.

The Enterprise  Resource  Planning (ERP) System of the Company is expected to be
in full operation at the end of 2010. The system will (i) comprehensively record
the   information  of  sales  and  goods   allotment   which  is  the  base  for
implementation of sales policies;  (ii) provide exact and thorough analysis data
for  management  of  production;  (iii)  assist the  management  in planning and
decision-making by providing access to close domination each department.

CONSTRUCTION OF NEW FACTORY

We have finished the primary  construction of the dormitory and workshops of the
new  factory  in Huian  County.  The new  factory  is  expected  to  expand  the
production  capacity of the Company by 50% with 4 additional  production  lines.
Presently we are preparing the newly constructed facilities for use, leveling of
the roads between the workshops and other matters in order to get the facilities
ready for production.  It is expected that the production equipment installation
of the new factory will be finished at the end of this year

SUMMARY OF CRITICAL ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant  inter-company accounts and transactions have
been eliminated in consolidation.

USE OF ESTIMATES

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United States of America,  management makes estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure  of  contingent  assets  and  liabilities  at the  date of  financial
statements,  as well as the reported  amounts of revenue and expenses during the
reported period.  These amounts and estimates  include,  but are not limited to,
the  valuation of trade and bills  receivables,  inventories  and  estimation on
useful  lives  and  residual  values of  properties,  plant  and  equipment  and
intangible asset. Actual results could differ from these estimates.

                                       25
<PAGE>
INVENTORIES

Inventories are stated at the lower of cost or market value.  Cost is determined
on a weighted average basis and includes all  expenditures  incurred in bringing
the goods to the point of sale and putting them in a saleable condition.

In addition,  the Company  estimates net realizable value based on intended use,
current market value and inventory ageing analyses.  The Company writes down the
inventories for estimated  obsolescence  or unmarketable  inventory equal to the
difference  between the cost of inventories and the estimated market value based
upon assumptions about future demand and market conditions.

There were no  provision  of  obsolete  inventories  made  during the  reporting
period. Historically, the actual net realizable value is close to the management
estimation.

PROPERTIES, PLANT AND EQUIPMENT

Properties,   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.

Depreciation  is provided on a  straight-line  basis over the assets'  estimated
useful lives. The useful lives are as follows:-

                                                 Estimated
                                                useful lives
                                                ------------
     Plant and machinery                        3 to 8 years
     Office equipment                           3 to 5 years
     Buildings                                  30 years

Maintenance  or  repairs  are  charged  to  expense  as  incurred.  Upon sale or
disposal, the applicable amounts of asset cost and accumulated  depreciation are
removed  from the  accounts and the net amount less  proceeds  from  disposal is
charged or credited to income.

CONSTRUCTION-IN-PROGRESS

Construction-in-progress  represents assets under  construction and is stated at
cost.  This includes cost of  construction  of buildings and other direct costs.
Construction-in-progress  is not depreciated until such time the relevant assets
are completed and put into use.

INTANGIBLE ASSET

The intangible  asset of the Company is comprised of shoes  designing  software.
The  software  is  determined  to have  useful  life of 5 years  pursuant to the
management  experience.  The  software  is  stated  at  cost  of  purchase  less
accumulated  amortization  and any  identified  impairment  losses in the annual
impairment review.

LAND USE RIGHTS

Land use rights are stated at cost less accumulated  amortization.  Amortization
is  provided  using the  straight-line  method over the terms of the lease of 50
years obtained from the relevant PRC land bureau.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived  assets  are  tested  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable. The Company recognizes 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.  During the reporting period, the Company has
not identified any indicators that would require testing for impairment.

                                       26
<PAGE>
REVENUE RECOGNITION

Revenue from sales of the Company's  products is recognized when the significant
risks and rewards of ownership have been transferred to the buyer at the time of
delivery,  the sales price is fixed or determinable and collection is reasonably
assured. Returns and exchange require approval from management and discounts are
based on trade terms.  The Company reviews and estimates the rates of return and
exchange  monthly  and  made  provision  for  return  based  on  customers'  and
distributors' past records.  From the past records,  the return and exchange are
insignificant.

COST OF SALES

Cost of sales  consists  primarily of material  costs,  purchasing and receiving
costs,  inspection  costs,  wages,  employees'  compensation,  depreciation  and
related costs,  which are directly  attributable  to the production of products.
Write down of  inventory  to lower of cost or market  value is also  recorded in
cost of sales.

INCOME TAXES

The Company uses 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 No.  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 carried forward 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.

RESULTS OF OPERATIONS  FOR THE THREE MONTHS AND NINE MONTHS ENDED  SEPTEMBER 30,
2010 AND SEPTEMBER 30, 2009

The following table  summarizes our operating  results and key financial  ratios
for  the  nine  months  ended   September  30,  2010  and  September  30,  2009,
respectively:

<TABLE>
<CAPTION>
                                Nine months ended September 30,             Comparison
                               -------------------------------      -------------------------
                                  2010                 2009           Amount           %
                               ----------           ----------      ----------     ----------
<S>                            <C>                  <C>             <C>               <C>
Sales revenue                  20,157,801           15,196,896      $4,960,905        32.64%
Cost of sales                  13,340,291            9,880,369       3,459,922        35.02%
Gross profit                    6,817,510            5,316,527       1,500,983        28.23%
Gross profit margin                 33.82%               34.98%
Total operating expenses        1,018,649              806,583         212,066        26.29%
Income from operations          5,798,861            4,509,944       1,288,917        28.58%
Other expense                      12,315                3,812           8,503       223.06%
Finance costs                     194,678               88,245         106,433       120.61%
Income before income taxes      5,591,868            4,417,887       1,173,981        26.57%
Income taxes                    1,439,944            1,147,494         292,450        25.49%
Net income                      4,151,924            3,270,393         881,531        26.95%
</TABLE>

The following table  summarizes our operating  results and key financial  ratios
for three months ended September 30, 2010 and September 30, 2009, respectively:

                                       27
<PAGE>
<TABLE>
<CAPTION>
                                            Three months ended September 30,             Comparison
                                           -------------------------------      -------------------------
                                              2010                 2009           Amount           %
                                           ----------           ----------      ----------     ----------
<S>                                        <C>                   <C>            <C>               <C>
Sales revenue                              10,870,624            8,135,883      $2,734,741        33.61%
Cost of sales                               7,128,247            5,224,902       1,903,345        36.43%
Gross profit                                3,742,377            2,910,981         831,396        28.56%
Gross profit margin                             34.43%               35.78%
Total operating expenses                      293,180              239,146          54,034        22.59%
Income from operations                      3,449,197            2,671,835         777,362        29.09%
Other (income)/expense                       (710,619)               1,882          12,501       664.24%
Finance costs                                  72,102               31,726          40,376       127.26%
Income before income taxes                  3,387,714            2,638,227         749,487        28.41%
Income taxes                                  858,676              665,160         193,516        29.09%
Net income                                  2,529,038            1,973,067         555,971        28.18%
</TABLE>

This table below illustrates our key operating results and financial  indicators
for  the  nine  months  ended   September  30,  2010  and  September  30,  2009,
respectively:

<TABLE>
<CAPTION>
                                              Nine months ended September 30,             Comparison
                                             -------------------------------      -------------------------
                                                2010                 2009           Amount           %
                                             ----------           ----------      ----------     ----------
<S>                                          <C>                  <C>             <C>               <C>
Sale revenue                               20,157,801           15,196,896       4,960,905         32.64%
Gross profit                                6,817,510            5,316,527       1,500,983         28.23%
Income from operations                      5,798,861            4,509,944       1,288,917         28.58%
Net income                                  4,151,924            3,270,393         881,531         26.95%
Gross profit margin                             33.82%               34.98%                        -1.16%
Operating profit margin                         28.77%               29.68%                        -0.91%
Net profit margin                               20.60%               21.52%                        -0.92%
Ratio of administrative expenses
 to revenue                                      4.11%                4.17%                         0.06%
Ratio of selling expenses to revenue             0.94%                1.14%                        -0.20%
Average inventory turnover days                    22                   19
Turnover days of trade receivable                 116                  129
Turnover days of trade payable                     54                   74
</TABLE>

REVENUE

For the nine months ended  September 30, 2010,  our revenues  were  $20,157,801,
which  represented  an  increase  of  $4,960,905  or 32.64%,  as  compared  with
$15,196,896  for the same period in 2009. We attribute  this increase  mainly to
(i) the increased health consciousness and,  consequently,  higher demand by and
among  Chinese  customers  (ii) our launch of several new  products of the "Free
Travel" series during the first six months of this year, which were specifically
designed to appeal to the fashion  conscious younger consumer  demographic;  and
(iii) our  promotion of the products  that provide  additional  heat  insulation
attracted  additional  customers and  translated in additional  sales;  (iv) our
efforts  to market  and hold  product  shows in  Fujian,  Zhejiang  and  Jiangsu
provinces  where our sales have been  historically  low;  and (v) our efforts to
place our  products  into more  supermarkets  through  our new  distributors  in
Fujian, Zhejiang and Jiangsu provinces.

                                       28
<PAGE>
For  the  three  months  ended   September  30,  2010,  our  sales  revenue  was
$10,870,624,  representing  an increase  of  $2,734,741  or 33.61%,  compared to
$8,135,883  in the same  period  of 2009.  This is  mainly  attributable  to the
marketing  strategies  enacted to  implemented  in Fujian,  Zhejiang and Jiangsu
provinces as described above..

GEOGRAPHIC  SEGMENTS OF REVENUES IN THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND
2009:

<TABLE>
<CAPTION>
                                Nine months ended        Nine months ended
                                September 30, 2010       September 30, 2009           Comparison
                             ----------------------    ---------------------      --------------------
                                  $            %           $            %             $           %
                             ----------     -------    ----------    -------      ---------     ------
<S>                           <C>            <C>        <C>           <C>         <C>           <C>
Foreign markets               4,664,286      23.14%     3,536,354     23.27%      1,127,932     31.90%
PRC market                   15,493,515      76.86%    11,660,542     76.73%      3,832,973     32.87%
The eastern section (1)       3,256,802      16.16%     2,035,793     13.40%      1,221,009     59.98%
The northern section (2)      6,824,214      33.85%     5,308,971     34.93%      1,515,242     28.54%
The southern section (3)      5,412,499      26.85%     4,315,778     28.40%      1,096,721     25.41%
Total revenues               20,157,801     100.00%    15,196,896    100.00%      4,960,904     32.64%
</TABLE>

Note:

1.   The eastern  section  refers to the city of Shanghai  and the  provinces of
     Zhejiang, Jiangsu, Anhui, Hubei, Hunan, Jiangxi and Shandong in the PRC;
2.   The  northern  section  refers to the city of Beijing and the  provinces of
     Xinjiang,  Gansu, Ningxia,  Hebei, Henan, Tianjin,  Shanxi, Inner Mongolia,
     Liaoning, Jilin and Heilongjiang in the PRC;
3.   The  southern  section  refers to the city of  Chongqing  and  provinces of
     Guangdong,  Guangxi, Fujian, Hainan, Sichuan,  Guizhou, Yunnan and Tibet in
     the PRC.

For the nine months ended  September  30, 2010,  $4,664,286 of our sales revenue
were generated from the foreign (non PRC) markets,  representing  an increase of
31.90% when compared to $3,536,354 from the same period in 2009.

For the nine months ended  September  30,  2010,  the  domestic  eastern  market
contributed $3,256,802 to the Company's sales revenue,  representing an increase
of 59.98%,  when compared to $2,035,793  earned in the same period of 2009.  The
northern market generated sales revenue of $6,824,214,  representing an increase
of 28.54%, when compared to $5,308,971 for the same period in 2009. The southern
market achieved sales revenue of $5,412,499, representing an increase of 25.41%,
when compared to $4,315,778 for the same period in 2009.

The Company  has  witnessed  an increase in sales  revenue in the nine months of
this year that was derived  from  foreign  market due to the higher  price ratio
compared with other branded  products of the same level. We believe that this is
due to the fact that Baopiao brand enjoys high brand awareness and an increasing
market share with development potential in the international markets.

For the domestic  market,  revenues in eastern section also increased due to the
larger  investments in the second quarter made by the distributors from Zhejiang
and Jiangsu.

The sales in  southern  section  also also  increased  as the  general  agent in
Guangdong  province  primarily  finished the  fundamental  construction of sales
channels.

The sales in northern section also increased for the first three quarters due to
the  timeliness  of our seasonal  products as the winter comes early in southern
section.  In addition,  the improved design and construction of sales facilities
(referred to retail outlets,  counters in department stores, shopping malls, and
wall racks in large  supermarkets  ) finished  in the first and second  quarters
also made great contributions to the increased sales.

                                       29
<PAGE>
GEOGRAPHIC SEGMENTS OF REVENUE IN THE THREE MONTHS ENDED SEPTEMBER 30, 2010 &
2009:

<TABLE>
<CAPTION>
                                Nine months ended         Nine months ended
                                September 30, 2010        September 30, 2009            Comparison
                             ----------------------     ---------------------       --------------------
                                  $            %            $            %              $           %
                             ----------     -------     ----------    -------       ---------     ------
<S>                         <C>            <C>         <C>           <C>          <C>           <C>
Foreign markets             1,366,185        12.57%      1,034,005     12.71%        332,180       32.13%
PRC market                  9,504,439        87.43%      7,101,878     87.29%      2,402,561       33.83%
The eastern section (1)     2,062,288        18.97%      1,336,650     16.43%        725,638       54.29%
The northern section (2)    4,019,357        36.97%      3,027,390     37.21%        991,967       32.77%
The southern section (3)    3,422,794        31.49%      2,737,838     33.65%        684,956       25.02%
Total revenues             10,870,624       100.00%      8,135,883     100.00%     2,716,741       33.39%
</TABLE>

Note:

1.   The eastern  section  refers to the city of Shanghai  and the  provinces of
     Zhejiang, Jiangsu, Anhui, Hubei, Hunan, Jiangxi and Shandong in the PRC;
2.   The  northern  section  refers to the city of Beijing and the  provinces of
     Xinjiang,  Gansu, Ningxia,  Hebei, Henan, Tianjin,  Shanxi, Inner Mongolia,
     Liaoning, Jilin and Heilongjiang in the PRC; 3. The southern section refers
     to the city of Chongqing  and  provinces  of  Guangdong,  Guangxi,  Fujian,
     Hainan, Sichuan, Guizhou, Yunnan and Tibet in the PRC.

For the three months ended September 30, 2010,  $1,366,185 of our sales revenues
were  generated  from the foreign  markets,  representing  an increase of 32.13%
compared to $1,034,005 for the same period in 2009.

For the three months ended  September 30, 2010,  the eastern  section  generated
sales revenue of  $2,062,288,  representing  an increase of 54.29%,  compared to
$1,336,650  for the same period in 2009.  The northern  section  achieved  sales
revenue  of  $4,019,357,   representing  an  increase  of  32.77%,  compared  to
$3,027,390  for the same period in 2009.  The southern  section  achieved  sales
revenue  of  $3,422,794,   representing  an  increase  of  25.02%,  compared  to
$2,737,838 for the same period in 2009. The increase of foreign sales revenue is
significantly  due to the addtional  products  launced into foreign market which
finally enlarged sales quantities and the shared market.

We have  witnessed a significant  sales  increase in the eastern  section as our
customrized  sales approach  proves to be effective.  In the third  quarter,  we
specifically  held new products shows in Fujian,  Zhejiang and Jiangsu provinces
where our sales are comparatively lower. In addition,  our products entered into
more supermarkets  through our new  distributors.

GROSS PROFIT AND GROSS PROFIT MARGIN FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2010 AND 2009:

<TABLE>
<CAPTION>
                       Nine months ended September 30,             Comparison
                       -------------------------------      -----------------------
                          2010                 2009           Amount            %
                       ----------           ----------      ----------        -----
<S>                    <C>                  <C>             <C>               <C>
Sales revenue          20,157,801           15,196,896      $4,960,905        32.64%
Cost of sales          13,340,291            9,880,369       3,459,922        35.02%
Gross profit            6,817,510            5,316,527       1,500,983        28.23%
Gross profit margin         33.82%               34.98%
</TABLE>

For the nine months ended  September 30, 2010, our gross profit was  $6,817,510,
representing an increase of $1,500,983 or 28.23%, compared to $5,316,527 for the
same period of 2009.

                                       30
<PAGE>
For the nine months  ended  September  30,  2010,  our gross  profit  margin was
33.82%, representing a slight decrease of 1.16% compared with 34.98% in the same
period  of 2009.  Such  decrease  is  mainly  due to the  increase  of  employee
salaries.

GROSS PROFIT AND GROSS PROFIT  MARGIN FOR THE THREE MONTHS ENDED  SEPTEMBER  30,
2010 AND 2009:

<TABLE>
<CAPTION>
                       Three months ended September 30,            Comparison
                       --------------------------------     -----------------------
                          2010                 2009           Amount            %
                       ----------           ----------      ----------        -----
<S>                    <C>                  <C>             <C>               <C>
Sales revenue          10,870,624            8,135,883      $2,734,741        33.61%
Cost of sales           7,128,247            5,224,902       1,903,345        36.43%
Gross profit            3,742,377            2,910,981         831,396        28.56%
Gross profit margin        34.43%                35.78%
</TABLE>

For the three months ended  September 30, 2010, our gross profit was $3,742,377,
representing  an increase of $831,396 or 28.56%,  compared to $2,910,981 for the
same period of 2009.

For the three  months ended  September  30,  2010,  our gross profit  margin was
34.43%,  representing  a decrease of 1.35% as compared to the 35.78% in the same
period of 2009. The decrease was mainly  resulted from increased labor costs and
raw material  costs after the Chinese New Year.  Yet the decrease is effectively
curtailed  in the  second  half of 2010 as we  managed  to lower  the  operating
expenses by implementing stricter control as well as decrease of production cost
mainly through the lower use of shared  materials and decreased  amortization of
production expenditure.

OPERATING AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the nine months ended September 30, 2010, our selling expenses were $190,424
representing an increase of $16,846 or 9.71%,  compared to $173,578 for the same
period in 2009.  The increase was mainly  attributable  to the larger  amount of
expenditure  used in marketing:  (i) we increased more salesman in assisting the
distributors in sales  promotion;(ii)  allowance  supplied to  distributors  for
their  contruction  of brand  image  stores  ;(iii)  expenditures  of free gifts
provided to customers in promotion activities.

For the nine months ended September 30, 2010, the  administrative  expenses were
$828,225,  representing  an increase of 30.84%  compared to $633,005 of the same
period in 2009. The increase was mainly because of the following reasons:

     1)   The research and development expenses increased due to the improvement
          of the four "Travel Series" products.

     2)   The salaries to our executive officers increased by 10%.

FINANCING COST

For the nine months ended  September  30, 2010,  the finance cost was  $194,678,
representing  an increase of  $106,433 or 120.61%  comparing  to $88,245 for the
same  period  in 2009.  The  increase  primarily  relates  to  increase  in debt
servicing  cost on the huge  increase  in bank loans  which were  applied to the
marketing expansion, cosolidated construction of retails and the new factory.

NET PROFIT

For the nine months ended  September  30, 2010,  the net profit was  $4,151,924,
representing  an increase of $881,531 or 26.95%  compared to $3,270,393  for the
same period in 2009,  primarily as a result of the growth in revenues and profit
margin.

                                       31
<PAGE>
NET PROFIT MARGIN

For the nine months ended  September 30, 2010,  the net profit margin is 20.60%,
representing a decrease of 0.92% compared to 21.52% for the same period in 2009.
Although  we attained a stable  increase  in sales  revenue,  and  adjusted  the
ex-factory  price of the new products to a higher level, the net profit incurred
a minor  decrease  due to a  decrease  in our  gross  profit  in this  year.  In
future,we  will manage to lower the operating  expenses and  production  cost by
implementing stricter control.

LIQUIDITY AND CAPITAL RESOURCES

As of  September  30,  2010,  our total  assets were  $33,445,951.  Total assets
consist  of  current  assets  of  $20,172,675,  cash  and  cash  equivalents  of
$5,266,419,   trade  and  bills  receivables  of  $10,077,149,   inventories  of
$1,468,297,  prepayments and other receivable of $3,360,810,  properties,  plant
and equipment of $7,137,342, intangible asset of $177,662 and land use rights of
$5,958,272.

As of September 30, 2010, total liabilities were $16,274,286.  Total liabilities
are  composed of trade and bills  payables of  $1,896,444,  short-term  loans of
$4,672,967,  income tax  payable  of $  2,311,332,  amount due to a director  of
$2,050,566 and other payble and accrued expenses of $5,342,977.  As of September
30, 2010,  stockholders'  equity was $17,171,665.  As of September 30, 2010, the
gearing ratio is 48.66%.

We offer what we believe to be  reasonable  credit  limits to our  customers  at
credit terms of 180 days to maintain  control of trade  receivable.  The average
turnover was 116 days for our trade  receivable for three quarters of this year,
while the average  turnover  was 129 days for our trade  receivable  in the same
period of 2009.

During the nine months ended on September 30, 2010, the average  inventory trade
turnover  was 22 days  for our  inventories  while  it was 19 days  for the same
period of 2009.

Our cash and bank deposits are  denominated in RMB, while the revenue,  expense,
assets and liabilities  are denominated in RMB and US dollars.  The PRC currency
is exchanged to US dollars at a floating  rate. It did not have any  substantial
impact on our financial  condition  because we own few assets  donominated in US
dollars.

As of  September  30,  2010,  our  cash  and cash  equivalents  were  $5,266,419
representing an increase of $941,243, compared to $4,325,176 for the same period
of 2009.  We believe our ability to generate cash from  operating  activities is
one of our fundamental  financial strengths.  In addition to cash from operating
activities,  we also maintain loan  arrangements  with Agricultual bank of China
for our capital  requirements.  Our future  capital  expenditures  will  include
building new  manufacturing  facilities,  improving  and  upgrading our existing
production  facilities,   expanding  product  lines,  research  and  development
capabilities,  and  making  acquisitions  as we  deem  appropriate.  If we  need
additional  cash,  we may seek to raise capital  either  through the issuance of
stock or increase our borrowing level with our lender.

As of September 30, 2010, net cash used in operating  activities was $1,640,840.
Net cash used in investing activities was $629,921. Such cash was mainly used in
the construction of the new production facility.

As of  September  30,  2010,  net cash  provided  by  financing  activities  was
$3,120,457.

                                       32
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller  reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required  to be  disclosed  in our  reports  under  the  Securities
Exchange Act of 1934, as amended ( the "Exchange  Act") is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our chief executive officer and chief financial  officer,
as appropriate,  to allow timely decisions  regarding  required  disclosure.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognizes  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management  necessarily  is required to apply its  judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

As of September 30, 2010, the end of the fiscal quarter  covered by this report,
we carried out an evaluation,  under the supervision and with the  participation
of our management, including our Chief Executive Officer and our Chief Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures. Based on the foregoing, our Chief Executive Officer and
Chief Financial Officerconcluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our  internal  control  over  financial  reporting  (as
defined in Rule  13a-15(f)  of the  Securities  Exchange Act of 1934) during the
quarter  ended  September  30,  2010  that  have  materially  affected,  or  are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no  pending  legal  proceedings  to  which we are a party  which  are
material or potentially  material,  either individually or in the aggregate.  We
are from time to time,  during the  normal  course of our  business  operations,
subject to various litigation claims and legal disputes.  We do not believe that
the ultimate  disposition  of any of these matters will have a material  adverse
effect on our financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

We are a smaller  reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended  September 30, 2010,  the Company did not (i) held
any registered securities, or (ii) repurchase any of its equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED OR RESERVED

                                       33
<PAGE>
ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:

Exhibit No.                             Description
-----------                             -----------

31.1       Certifications  pursuant to Rule  13a-14(a)  or  15d-14(a)  under the
           Securities  Exchange Act of 1934, as amended,  as adopted pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002.

31.2       Certifications  pursuant to Rule  13a-14(a)  or  15d-14(a)  under the
           Securities  Exchange Act of 1934, as amended,  as adopted pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002.

32.1       Certifications  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2       Certifications  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       34
<PAGE>
                                   SIGNATURES

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

November 15, 2010
                                By: /s/ Haiting Li
                                    --------------------------------------------
                                    Haiting Li
                                    Chief Executive Officer
                                    (Principal Executive Officer)


                                By: /s/ Zhong Zhao
                                    --------------------------------------------
                                    Zhong Zhao
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       35