U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2010

                        Commission File Number 333-149898


                          Pacific Bepure Industry Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

             No. 78 Kanglong East Road, Yangdaili, Chendai Township,
               Jinjiang City, Fujian Province, P. R. China 362200
          (Address of principal executive offices, including zip code)

                         Tel: (86 595) 8677 0999 (China)
                     (Telephone number, including area code)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,000,000 shares as of May 13, 2010.
<PAGE>
                          PACIFIC BEPURE INDUSTRY INC.

                                TABLE OF CONTENTS

Part I Financial Information

Item 1 Financial Statements                                                    1

     Condensed Consolidated Balance Sheets As of March 31, 2010 and
     December 31, 2009                                                         1

     Condensed Consolidated Statements of Income and Comprehensive Income
     for the three months ended March 31, 2010 and 2009                        2

     Condensed Consolidated Statements of Cash Flows for the three months
     ended March 31, 2010 and 2009                                             3

     Condensed Consolidated Statement of Stockholders' Equity                  5

     Notes to Condensed Consolidated Financial Statements                      6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 21

Item 3. Quantitative and Qualitative Disclosures About Market Risk            27

Item 4. Controls and Procedures                                               27

Part II Other Information

Item 1 Legal Proceeding                                                       28

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds            28

Item 3 Defaults upon Senior Securities                                        28

Item 4 Submission of Matters to a Vote of Security Holders                    28

Item 5 Other Information                                                      28

Item 6 Exhibits                                                               28

Signatures                                                                    29
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Pacific Bepure Industry Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2010 and December 31, 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                   As of                 As of
                                                                  March 31,           December 31,
                                                                    2010                 2009
                                                                 -----------          -----------
                                                                 (Unaudited)           (Audited)
<S>                                                              <C>                  <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                      $ 4,860,052          $ 4,325,176
  Trade receivables                                                8,200,511            7,274,214
  Prepayments and other receivables - Note 5                          92,973               69,618
  Advances to customers and distributors - Note 6                  2,925,645            2,934,000
  Inventories - Note 7                                               604,155              698,135
                                                                 -----------          -----------
      Total current assets                                        16,683,336           15,301,143

Properties, plant and equipment, net - Note 8                      6,569,451            6,407,851
Land use rights - Note 9                                           5,901,098            5,949,593
Intangible asset - Note 10                                           200,407              214,182
                                                                 -----------          -----------

TOTAL ASSETS                                                     $29,354,292          $27,872,769
                                                                 ===========          ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Current liabilities
    Trade and bills payables                                     $ 3,066,942          $ 3,477,541
    Other payables and accrued expenses - Note 11                  5,924,167            6,201,508
    Loans payable - Note 12                                        3,203,581            1,467,000
    Dividends payable - Note 13                                    1,785,339            2,019,252
    Income tax payable                                             1,803,209            1,986,162
                                                                 -----------          -----------
      Total current liabilities                                   15,783,238           15,151,463
                                                                 -----------          -----------

TOTAL LIABILITIES                                                 15,783,238           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                           1,305,073            1,341,306
  Retained earnings                                                8,830,580            7,944,599
                                                                 -----------          -----------
      TOTAL STOCKHOLDERS' EQUITY                                  13,571,054           12,721,306
                                                                 -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $29,354,292          $27,872,769
                                                                 ===========          ===========
</TABLE>

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

                                       1
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
For the three months ended March 31, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                     March 31,
                                                        -----------------------------------
                                                            2010                   2009
                                                        ------------           ------------
                                                         (Unaudited)            (Unaudited)
<S>                                                     <C>                    <C>
Sales revenue                                           $  4,732,415           $  3,610,010
Cost of sales                                              3,049,666              2,504,454
                                                        ------------           ------------
Gross profit                                               1,682,749              1,105,556
                                                        ------------           ------------
Operating expenses
  Administrative expenses                                    321,013                205,835
  Selling expenses                                            72,976                 39,039
                                                        ------------           ------------
                                                             393,989                244,874
                                                        ------------           ------------

Income from operations                                     1,288,760                860,682
  Other expenses                                             (26,717)                (8,538)
  Finance costs - Note 15                                    (61,237)               (24,199)
                                                        ------------           ------------

Income before income taxes                                 1,200,806                827,945
Income taxes - Note 16                                      (314,825)              (229,558)
                                                        ------------           ------------

Net income                                              $    885,981           $    598,387
                                                        ============           ============
Other comprehensive (loss)/income:
  Foreign currency translation adjustments                   (36,233)                14,099
                                                        ------------           ------------

Total comprehensive income                              $    849,748           $    612,486
                                                        ============           ============
Earnings per share:
  Basic and diluted - Note 17                           $      0.059           $      0.057
                                                        ============           ============
Weighted average number of shares outstanding:
  Basic and diluted - Note 20                             15,000,000             10,500,000
                                                        ============           ============
</TABLE>

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

                                       2
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                               Three months ended
                                                                                    March 31,
                                                                        ---------------------------------
                                                                            2010                  2009
                                                                        -----------           -----------
                                                                        (Unaudited)           (Unaudited)
<S>                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                            $   885,981           $   598,387
  Adjustments to reconcile net income to net
   cash used in operating activities:
     Depreciation                                                            37,905                42,429
     Amortization of an intangible asset and
      land use rights recognized as expenses                                 13,420                13,464
  Changes in operating assets and liabilities:-
     Restricted cash                                                             --                74,576
     Trade receivables                                                     (947,023)           (1,236,400)
     Prepayments and other receivables                                      (23,554)             (120,376)
     Inventories                                                             91,993               132,896
     Trade and bills payables                                              (400,701)              374,709
  Other payables and accrued expenses                                      (259,684)             (489,089)
     Income tax payable                                                    (177,299)             (285,065)
                                                                        -----------           -----------
Net cash flows used in operating activities                                (778,962)             (894,469)

CASH FLOWS FROM INVESTING ACTIVITIES
  Advances to a director                                                         --              (699,167)
  Payments to acquire property, plant and equipment                        (186,456)             (372,944)
                                                                        -----------           -----------
Net cash flows used in investing activities                                (186,456)           (1,072,111)

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of loans                                                       (497,365)             (845,402)
  Proceeds from bank loan                                                 2,238,141                    --
  Dividend paid                                                            (228,162)                   --
                                                                        -----------           -----------
Net cash flows provided by/(used in) financing activities                 1,512,614              (845,402)

Effect of foreign currency translation on cash and cash equivalents         (12,320)               13,464
                                                                        -----------           -----------

Net increase/(decrease) in cash and cash equivalents                        534,876            (2,798,518)

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

Cash and cash equivalents - end of period                               $ 4,860,052           $   835,411
                                                                        ===========           ===========
</TABLE>

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

                                       3
<PAGE>
Pacific Bepure Industry Inc.
Condensed  Consolidated  Statements of Cash Flows  (Cont'd)
For the three months ended March 31, 2010 and 2009
(Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                              Three months ended
                                                                                    March 31,
                                                                         ------------------------------
                                                                            2010                2009
                                                                         ----------          ----------
                                                                         (Unaudited)         (Unaudited)
<S>                                                                      <C>                 <C>
Supplemental disclosures for cash flow information:-
  Cash paid for:-
    Interest                                                             $   62,111          $   26,386
    Income taxes                                                         $  492,124          $  508,204

Non-cash financing activities:
  Dividends settled via a current account with a director - Note 13      $       --          $4,778,285
                                                                         ==========          ==========
</TABLE>


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

                                       4
<PAGE>
Pacific Bepure Industry Inc.
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
(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                             --         --           --           --            --       885,981        885,981

Foreign currency translation
 adjustment                            --         --           --           --       (36,233)           --        (36,233)
                               ----------    -------   ----------    ---------    ----------    ----------    -----------

Balance, March 31, 2010        15,000,000    $ 1,500   $3,124,213    $ 309,688    $1,305,073    $8,830,580    $13,571,054
                               ==========    =======   ==========    =========    ==========    ==========    ===========
</TABLE>


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

                                       5
<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  Bulletin  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"),   Fuijang  Jinjiang  Pacific  Shoes  Company  Limited
     ("Pacific  Shoes")  and  Fujian  Baopiao  Light  Industry  Company  Limited
     ("Baopiao").

     Peakway  Worldwide  Limited  ("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,  dividend 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.

                                       6
<PAGE>
2. GROUP REORGANIZATION AND BASIS OF PRESENTATION

     Pursuant  to the Share  Exchange  Agreement  dated  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 three-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.

                                       7
<PAGE>
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

     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 March  31,  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.

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

                                                 Three months ended March 31,
                                               -------------------------------
                                                  2010                 2009
                                               ----------           ----------
                                               (Unaudited)          (Unaudited)

     Taiwan Quanyi Xingye Co., Ltd.            $1,409,290           $       --
     Jinjiang Import Export Co., Ltd.                  --            1,107,216
                                               ----------           ----------

                                               $1,409,290           $1,107,216
                                               ==========           ==========

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

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

     Taiwan Quanyi Xingye Co., Ltd.            $2,237,835           $1,009,848
                                               ==========           ==========

     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:-

                           As of March 31, 2010        As of December 31, 2009
                          ---------------------        -----------------------
                                (Unaudited)                    (Audited)
                          Carrying         Fair        Carrying          Fair
                           amount         value         amount          value
                           ------         -----         ------          -----
     Collateralized
      short-term bank
      loans              $3,203,581    $3,208,133     $1,467,0000     $1,464,258
                         ==========    ==========     ===========     ==========

     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.

                                       8
<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  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.

                                       9
<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 ASC  2010-06  on its  financial
     statements  and results of operation 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.  This update had no
     material  impact on the financial  position,  results of operations or cash
     flows of the Company.

                                       10
<PAGE>
5. PREPAYMENTS AND OTHER RECEIVABLES

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

     Prepayments to suppliers                    $  5,020            $     --
     Advances to staff                             86,491              69,618
     Rental deposit                                 1,462                  --
                                                 --------            --------

                                                 $ 92,973            $ 69,618
                                                 ========            ========

6. ADVANCES TO CUSTOMERS AND DISTRIBUTORS

                                                   As of               As of
                                                 March 31,          December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Interest-free loans advanced to
      customers and distributors                $2,925,645          $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.

7. INVENTORIES

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

     Raw materials                               $289,490            $307,077
     Work-in-progress                             125,984             161,297
     Finished goods                               188,681             229,761
                                                 --------            --------

                                                 $604,155            $698,135
                                                 ========            ========

                                       11
<PAGE>
8. PROPERTIES, PLANT AND EQUIPMENT

                                                   As of               As of
                                                 March 31,          December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Costs:
       Plant and machinery                     $   925,952         $   904,816
       Office equipment                             74,906              71,995
       Buildings                                 1,289,787           1,293,472
       Motor vehicle                                20,012                  --
                                               -----------         -----------
                                                 2,310,657           2,270,283

     Accumulated depreciation                   (1,101,136)         (1,066,269)
     Construction-in-progress                    5,359,930           5,203,837
                                               -----------         -----------

                                               $ 6,569,451         $ 6,407,851
                                               ===========         ===========

     During the reporting period, depreciation is included in:-

                                                 Three months ended March 31,
                                                 ---------------------------
                                                   2010                2009
                                                 -------             -------
                                               (Unaudited)         (Unaudited)

     Cost of sales and overheads                 $22,151             $29,166
     Administrative expenses                      15,754              13,263
                                                 -------             -------

                                                 $37,905             $42,429
                                                 =======             =======

     Notes:-

     As of March 31, 2010 and December 31, 2009,  buildings  with carrying value
     of $854,346 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.

                                       12
<PAGE>
9. LAND USE RIGHTS

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

     Cost                                      $ 6,185,311         $ 6,202,975
     Accumulated amortization                     (284,213)           (253,382)
                                               -----------         -----------

                                               $ 5,901,098         $ 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 March 31,  2010 and  December  31,  2009,  the land use  rights  with
     carrying  value of  $5,901,098  and $48,734  respectively,  was pledged for
     collateralized bank loans (Note 12a).

     During the three months ended March 31, 2010 and 2009, amortization for the
     land use rights  amounted  to $31,552  and  $30,945  of which  $31,298  and
     $30,626 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                                 $ 97,529
         2011                                  129,082
         2012                                  129,082
         2013                                  129,082
         2014                                  129,082
                                              --------

                                              $613,857
                                              ========

                                       13
<PAGE>
10. INTANGIBLE ASSET

                                                   As of               As of
                                                 March 31,          December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Software
       Cost                                     $ 292,564           $ 293,400
       Accumulated amortization                   (92,157)            (79,218)
                                                ---------           ---------

                                                $ 200,407           $ 214,182
                                                =========           =========

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

     During the three  months  ended March 31, 2010 and 2009,  amortization  for
     intangible asset amounted to $13,166 and $13,145 respectively.

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

         Year
         ----

         2010                                 $ 39,005
         2011                                   52,780
         2012                                   52,780
         2013                                   52,780
         2014                                    3,062
                                              --------

                                              $200,407
                                              ========

                                       14
<PAGE>
11. OTHER PAYABLES AND ACCRUED EXPENSES

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

     Value added tax and other tax payable      $4,439,109          $4,417,015
     Staff welfare payables (Note 11a)           1,225,466           1,163,898
     Accrued expenses and other payables           191,489             211,386
     Salaries payable                               68,103             409,209
                                                ----------          ----------

                                                $5,924,167          $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
                                                 March 31,          December 31,
                                                   2010                2009
                                                 --------            --------
                                                (Unaudited)          (Audited)
     Collateralized short-term bank
      loans (Note 12a)                          $3,203,581          $1,467,000
                                                ==========          ==========


     Notes:-

     a)   The bank loans are  denominated  in RMB and carried  average  interest
          rate as of March 31, 2010 and December 31, 2009 at 6.578.46% and 6.02%
          respectively.

          The bank loans were collateralized by the buildings and land use right
          with carrying values of $854,346 (Note 8) and  $5,901,09848,340  (Note
          9), respectively,  and guaranteed by Mr. Li Haiting, the sole director
          of the Company and a third party.

          During the reporting period,  there was no covenant  requirement under
          the banking facilities granted to the Company.

13. DIVIDENDS PAYABLE

         On January 26, 2009, the Company declared interim  dividend,  amounting
         to $7,299,590  (RMB50,000,000)  of which  $4,778,285  was settled via a
         current account with a director and $735,966 was paid in cash,  leaving
         outstanding balance of $1,785,339 as of March 31, 2010.

                                       15
<PAGE>
14. COMMITMENTS AND CONTINGENCIES

     a.   Capital commitment

          (i)  As of March 31,  2010,  the  Company had  capital  commitment  in
               respect of the construction of properties, amounting to $221,013,
               which  was  contracted  but  not  provided  for in the  financial
               statements.

          (ii) As of March 31, 2010, the Company had capital  commitment for its
               payment of  registered  capital  for  Baopiao  in the  amounts of
               HK$50,000,000  30 days after the  Equity  Transfer  Agreement  of
               Baopiao signed.

     b.   Operating lease commitment

          As of March 31,  2010,  the Company had one  non-cancelable  operating
          lease for its  office.  The lease  will  expire in March  2011 and the
          expected payment is $14,628.

          The rental expense  relating to the operating lease was $2,926 for the
          three months ended March 31, 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

                                                 Three months ended March 31,
                                                 ---------------------------
                                                   2010               2009
                                                 --------           --------
                                                (Unaudited)        (Unaudited)

     Bank loan interest expenses                 $ 62,111           $ 26,386
     Interest income - net                         (1,505)            (2,187)
     Bank charges                                     631                 --
                                                 --------           --------

                                                 $ 61,237           $ 24,199
                                                 ========           ========

                                       16
<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% (2009: 16.5%). It is currently not subject to income taxes because it
     derived no taxable income during the reporting period.

     PRC

     On March 16, 2008, 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%
     with effect  from  January 1, 2009.  Pursuant  to the New CIT Law,  Pacific
     Shoes and Baopiao have been  subjected to EIT at a unified rate of 25% from
     January 1, 2009 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, 2009 and the Tax  Holiday  would be deemed  commence  on January 1, 2009
     regardless  of results of  operation.  Baopiao is therefore not entitled to
     Tax Holiday.

                                       17
<PAGE>
16. INCOME TAXES (CONT'D)

     In July 2006, the FASB issued ASC 740-10-25 (previously  Interpretation No.
     48,  "Accounting  for Uncertainty in Income  Taxes").  This  interpretation
     requires  recognition  and  measurement  of uncertain  income tax positions
     using a  "more-likely-than-not"  approach.  The  Company  adopted  this ASC
     740-10-25 on January 1, 2007.  Under the New CIT Law which became effective
     on January 1, 2008, the Company might be deemed to be a resident enterprise
     by the PRC tax  authorities.  If the  Company  was  deemed  to be  resident
     enterprise, the Company might be subject to the CIT at 25% on the worldwide
     taxable  income  and  dividends  paid  from the RPC  subsidiaries  to their
     overseas holding  companies might be exempted from 10% PRC withholding tax.
     Given that all of the Company's  income is generated from the PRC operating
     and the PRC and PRC  subsidiaries  do not intend to pay  dividends  for the
     foreseeable  future, the management  considers that the impact arising from
     resident enterprise on the Company's financial position is not significant.
     The management evaluated the Company's tax positions and considered that no
     additional  provision  for  uncertainty  in income taxes in necessary as of
     March 31, 2010.

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

                                                  Three months ended March 31,
                                                  ----------------------------
                                                    2010                2009
                                                  --------            --------
                                                 (Unaudited)         (Unaudited)

     Current taxes - PRC                          $314,825            $229,558
     Deferred taxes - PRC                               --                  --
                                                  --------            --------

                                                  $314,825            $229,558
                                                  ========            ========

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

                                                  Three months ended March 31,
                                                  ----------------------------
                                                    2010                2009
                                                  --------            --------
                                                 (Unaudited)         (Unaudited)
     Provision for income taxes at PRC
      statutory income tax rate - 25%             $300,202            $206,986
     Non-deductible items for tax                   14,623              22,572
                                                  --------            --------

                                                  $314,825            $229,558
                                                  ========            ========

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
<PAGE>
18. RELATED PARTIES TRANSACTIONS

     Apart from the  transactions  as disclosed  in Note 12(a) 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  [CHINESE  GRAPHIC]
     ("Bepure"),  and [CHINESE  GRAPHIC]  ("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. COMMON STOCK

     The  Company  was  incorporated  on October 9, 2007 with  authorized  share
     capital of $7,500  dividend  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
                                                 March 31,          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  three  months  ended  March  31,  2010  and  2009  respective,  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.

                                       19
<PAGE>
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 is 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 $29,006 and $3,964 for the three months ended March
     31, 2010 and 2009 respectively.

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:-

                                               Three months ended March 31,
                                           -----------------------------------
                                              2010                     2009
                                           ----------               ----------
                                           (Unaudited)             (Unaudited)

     PRC                                   $3,279,645               $2,462,063
     Taiwan                                 1,452,770                1,147,947
                                           ----------               ----------

                                           $4,732,415               $3,610,010
                                           ==========               ==========

24. SUBSEQUENT EVENTS

     The Company  evaluated all events or transactions that occurred after March
     31, 2010 and has determinded  that there has been no material  recognizable
     events or  transactions  which would require  recognition or disclosures in
     these financial statements.

                                       20
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATIONS

Following is management's discussion and analysis of certain significant factors
which have affected our  financial  position and  operating  results  during the
periods included in the accompanying  consolidated financial statements, as well
as  information  relating  to the plans of our current  management.  This report
includes   forward-looking   statements.   Generally,   the  words   "believes,"
"anticipates,"   "may,"  "will,"  "should,"  "expect,"   "intend,"   "estimate,"
"continue,"  and  similar  expressions  or the  negative  thereof or  comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties,  including the matters set forth
in this report or other  reports or  documents we file with the  Securities  and
Exchange  Commission  from time to time,  which  could cause  actual  results or
outcomes to differ materially from those projected. Undue reliance should not be
placed  on these  forward-looking  statements  which  speak  only as of the date
hereof. We undertake no obligation to update these forward-looking 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.

OVERVIEW

The Company was incorporated  under the laws of the State of Delaware on October
9, 2007 and became an OTC-listed reporting issuer on March 26, 2008.  Currently,
the Company's CUSIP Number is 69404B 102 and is having its common stock trade on
OTC Bulletin Board with the ticker PBEP.

On November 11, 2009, the Company  completed a reverse  acquisition  transaction
with Peakway Worldwide Limited  ("Peakway"),  a company  incorporated  under the
laws of the British Virgin Island.  The exchange was consummated  under the laws
of the  State of  Delaware  and  pursuant  to the  terms of the  Share  Exchange
Agreement dated as of November 5, 2009 ("Share Exchange Agreement").

Pursuant to the Share Exchange  Agreement,  the Company issued 10,500,000 shares
of its common stock, par value $0.0001 per share, to the stockholder of Peakway,
Cabo Development Limited ("Cabo"),  representing 70% of the Company's issued and
outstanding  common  stock,  in  exchange  for the 1,000  outstanding  shares of
Peakway  held  by  Cabo.   Immediately   after  giving  effect  to  the  reverse
transaction,  the Company had 15,000,000 shares of its common stock outstanding.
Pursuant to this  exchange,  Peakway  became a  wholly-owned  subsidiary  of the
Company and most of the Company's business  operations are now conducted through
Peakway's wholly-owned subsidiaries,  Fujian Jinjiang Pacific Shoes Co., Limited
("Pacific  Shoes"),  and Fujian  Baopiao Light Industry Co.,  Limited  ("Baopiao
Shoes"),  two limited companies  incorporated in Jinjiang City, Fujian Province,
China under the laws of the People's  Republic of China ("PRC").  On November 5,
2009,  the Board of the Company,  approved to change its name to Pacific  Bepure
Industry Inc. The Board also approved to change the Company's  trading symbol to
reflect the Company's current business.

The  business   operations  of  Peakway  are  conducted   through  its  indirect
wholly-owned Chinese subsidiaries, Pacific Shoes and Baopiao Shoes (collectively
"Chinese  Subsidiaries").  Our Chinese Subsidiaries develop,  manufacture sports
and casual  footwear and sell a majority of its products  through  distributors.
All of our products are designed by us for our exclusive  distribution and joint
sales  under the brand name of  "Baopiao".  Pacific  Shoes have four  registered
trademarks and eight pending trademarks. We mainly target at women customers.

Our Chinese  Subsidiaries  have 598 full time employees.  With three  production
lines and advanced techniques in place, our Chinese  Subsidiaries are capable of
designing,  producing  and  processing  their  own-branded  products  as well as
providing ODM services for a South America brand.  In 2009, the Company sold the
majority of its products across 24 provinces in China. Meanwhile,  20.26% of our
total  revenues  were  generated  from the sales to South  America  through  our
distributors. Since 2009, through 4 authorized distributors, we started to adopt
direct retail outlets to flatten our sales channels.  Our sales network includes
24 retail outlets managed by our 22 independent  provincial  distributors and 15
retail outlets managed by our authorized distributors in the PRC market. We have
also  developed  the Online  Sale model  directly to the  customers  through our
websites www.baopiao.com and www.bepure.com.cn as the supplement approach.

                                       21
<PAGE>
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 three month
ended  March  31,  2010,  the  Company's  sales  revenues  increased  31.09%  to
$4,732,415  compared with  $3,610,010 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.

Many people have witnessed the signs of global  economy  recovery in early 2010.
For instance,  we frequently  learn  positive  economic data from the reports by
varied media and economic forums. This has further inspired the Company to carry
out the  marketing  strategy  that is known as "Travel  Times".  The four series
products under "Travel Times" are. "Free Travel",  "Business  Travel",  "Outdoor
Travel" and "Urban Travel"

For this spring and  summer,  the  Company  decides to launch many new  products
under the "Free Travel"  series,  which are specially  designed to interpret the
free,  fashion and  exciting  life of young  consumers.  Our Free Travel  series
mainly consist of canvas shoes and sneakers.  We believe new products  reflect a
better  product  structure  that will help the  Company to tackle  the  changing
market.  All  together,  we believe  the  Company  is having a more  resourceful
marketing strategy.

BRAND PROMOTION AND MARKETING

Under  Baopiao's  brand  strategy,  we  have  engaged  Chinese  celebrities  and
sponsored  influential  activities to strengthen our fashionable and distinctive
brand image in the casual footwear market.

This year, we continue to hire the new musician Ms. Rui Ma to be our new product
model. Meanwhile, the corresponding  promotions,  such as commercials,  posters,
outdoor  advertising,  products  album and so on are near  completion  and to be
unveiled gradually.

To keep pace with the plan, we will improve the network  construction related to
electronic  business.  For example,  we updated a more  comprehensive  corporate
website and the registered  Bepure  official  online shop associated with Taobao
Company.  We believe  these  measures  will appeal to our  consumers  during the
Golden Week that starts from the Labor Day on May 1, 2010.

CHANNEL EXPANSION

We continued to making efforts to attract distributors to expand and improve our
sales network throughout provinces and regions in China.

We extended  our coverage  and control of sales  terminals by adding  outlets in
major  cities and  adopted  the sales mode of  "quaternity"  which  means  sales
through the single sale store, directly operated store, urban incorporated store
and internet stores.

We will continue to promote  internet sale and enhance the network  marketing in
cooperation with other shopping websites.  For example,  we plan to set up a new
web shopping  mall on Taobao  website to provide the customers  with  convenient
on-line shopping.  In this way, our Bepure brand will become more recognized and
reach more consumers.

We will involve more activities of brand building and increase the number of the
brand image stores to improve our brand awareness.

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
innovative brand concept and international  sports fashion. We increased the R&D
cost, renewed the equipments and introduce more skilled talents to contribute to

                                       22
<PAGE>
the development of fashionable and practical products. In addition,  the Company
keeps  adding  new  elements  into the  product  designs  to  enrich  the  brand
connotation and win consumers'  in-depth  recognition of the Baopiao brand, thus
ensuring the fashion trend-setter 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".

CHAIN SUPPLY MANAGEMENT

In  response to the  diverse  demands  from  regional  markets,  the Company has
adopted a flexible marketing strategy- a mix of "general design" and "customized
design".  This  strategy  has  improved  the  adaptability  of our  products  to
different  regions.  "General  design"  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;   And  the
"customized design" 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 a lot to the operation development.

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

The ERP System of the Company is under  construction  and expected to be in full
operation in the second half of 2010.  The  powerful  functions of the system on
the  comprehensive  data recording and quick reactions will gather and solve the
various listed information in the capital market more efficiently.

CONSTRUCTION OF NEW FACTORY

We have finished the primary  construction of the dormitory and workshops of the
new factory in Huian County.  Presently we are in the task of fitment,  leveling
of the roads between the workshops  and planting and green  construction.  It is
expected that the new factory will be put into operation this year.

PROSPECTS

In future,  the Company will concentrate on the brand building of "Bepure" which
partially   relates  to  forming  the  unique  features   through  clear  market
positioning.  We are always on the way to improve the market competitiveness and
create more the sales growth by upgrading  our team's  abilities of  management,
operation and accounting.

                                       23
<PAGE>
The following table  summarizes our operating  results and key financial  ratios
for the three months ended March 31, 2010 and March 31, 2009, respectively:

<TABLE>
<CAPTION>
                                             Three months ended March 31,               Comparison
                                             ----------------------------      --------------------------
                                                2010             2009            Amount             %
                                             ----------       ----------       ----------      ----------
<S>                                          <C>              <C>              <C>                <C>
Sales revenue                                $4,732,415       $3,610,010       $1,122,405         31.09%
Cost of sales                                 3,049,666        2,504,454          545,212         21.77%
Gross profit                                  1,682,749        1,105,556          577,193         52.21%
Gross profit margin                               35.56%           30.62%
Total operating expenses                        393,989          244,874          149,115         60.89%
Income from operations                        1,288,760          860,682          428,078         49.74%
Other expenses                                   26,717            8,538           18,179        212.92%
Finance costs                                    61,237           24,199           37,038        153.06%
Income before income taxes                    1,200,806          827,945          372,861         45.03%
Income taxes                                    314,825          229,558           85,267         37.14%
Net income                                      885,981          598,387          287,594         48.06%

This table below illustrates the key operating results and financial  indicators
of the Company for the three months ended March 31, 2010:

                                             Three months ended March 31,               Comparison
                                             ----------------------------      --------------------------
                                                2010             2009            Amount             %
                                             ----------       ----------       ----------      ----------
MAIN OPERATING RESULTS
Sale revenues                                $4,732,415       $3,610,010       $1,122,405         31.09%
Gross profit                                  1,682,749        1,105,556          577,193         52.21%
Income from operations                        1,288,760          860,682          428,078         49.74%
Net income                                      885,981          598,387          287,594         48.06%

MAIN FINANCIAL RATIOS
PROFITABILITY RATIO
Gross profit margin                               35.56%           30.62%                          4.93%
Operating profit margin                           27.23%           23.84%                          3.39%
Net profit margin                                 18.72%           16.58%                          2.14%
Ratio of general administrative expenses
 to revenues                                       6.78%            5.70%                          1.08%
Ratio of sales and marketing expenses
 to revenue                                        1.54%            1.08%                          0.46%

ASSET-EFFICIENCY RATIO
Average inventory turnover days                      19               20
Turnover days of accounts receivable                147              168
Turnover days of accounts payable                    97               50
</TABLE>

                                       24
<PAGE>
REVENUES

For the  three  months  ended  March  31,  2010,  the  Company's  revenues  were
$4,732,415,  representing  an increase of  $1,122,405 or 31.09% when compared to
$3,610,010 for the same period in 2009. The increase is mainly  attribute to the
increasing  consumers  demand for the fashion and leisure  sportswear  products,
which is closely related to the higher awareness of health among Chinese people.
In  2010,  the  Company  improved  sales  strategy  to make  up for  the  weaker
performances  in the first half of past years.  We launched many new products of
Free Travel  series in main in the first half of this year,  which are specially
designed for the fashion young  consumers and suitable for certain seasons under
a better products structure. As a consequence, the revenues in the first quarter
performed a significant increase due to this resourceful marketing strategy.

GEOGRAPHIC SEGMENTS OF REVENUES

<TABLE>
<CAPTION>
                                Three months ended        Three months ended
                                  March 31, 2010            March 31, 2009             Comparison
                               --------------------      --------------------     --------------------
                                   $            %            $            %           $            %
                               ---------     ------      ---------     ------     ---------      -----
<S>                            <C>            <C>        <C>            <C>         <C>          <C>
International markets          1,452,770      30.70%     1,147,947      31.80%      304,823      26.55%
PRC market                     3,279,645      69.30%     2,462,063      68.20%      817,582      33.21%
The eastern section (1)          571,281      12.07%       472,678      13.09%       98,603      20.86%
The northern section (2)       1,705,257      36.03%     1,250,483      34.64%      454,774      36.37%
The southern section (3)       1,003,107      21.20%       738,902      20.47%      264,205      35.76%
Total revenues                 4,732,415     100.00%     3,610,010     100.00%    1,122,405      31.09%
</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 March 31, 2010, $1,452,770 of our sales revenues were
generated  from the  foreign  markets,  representing  an  increase  of 26.55% or
$304,823 when compared to $1,147,947 from the same period in 2009.

For the  three  months  ended  March  31,  2010,  the  domestic  eastern  market
contributed $571,281 to the Company's sales revenue, representing an increase of
20.86%,  when  compared  to  $472,678  earned in the same  period  of 2009.  The
northern market generated sales revenues of $1,705,257, representing an increase
of 36.37%, when compared to $1,250,483 for the same period in 2009. The southern
market  achieved  sales  revenues  of  $1,003,107,  representing  an increase of
35.76%, when compared to $738,902 for the same period in 2009.

The Company has witnessed an increase in sales  revenues in the first quarter of
2010 that were derived from  international  markets,  which is due to the higher
price ratio compared with other branded products of the same level.  This proves
our Baopiao  products have high brand awareness and an increasing  market shares
with great development potential in the international market.

Sales in  eastern  region has been  weaker  compare  with the other  two,  as it
closely  related  to the  products  differentiation  and sales  channels  of the
respective region. The Company will develop different  strategies to improve the
sales  revenue  based on the overall  market  research.  The sales  remains at a
stable level in the other two regions,  among which the growth ratio in Northern
part is  comparatively  higher.  The southern part  previously  entered into the
selling season of canvas shoes and sneakers because of the warmer climate,  as a
result,  the sales also  increased  quickly.  This shows that the "Free  Travel"
products have a bright selling future in southern region,  which make us believe
that the sales revenue of the second quarter will perform a continuous growth in
this part.

                                       25
<PAGE>
GROSS PROFIT AND GROSS PROFIT MARGIN

                              Three months ended
                                   March 31,                   Comparison
                          --------------------------      --------------------
                             2010            2009           Amount         %
                          ----------      ----------      ----------     -----

Sales revenue             $4,732,415      $3,610,010      $1,122,405     31.09%
Cost of sales              3,049,666       2,504,454         545,212     21.77%
Gross profit               1,682,749       1,105,556         577,193     52.21%
Gross profit margin            35.56%          30.62%                     4.94%

For the three  months  ended March 31,  2010,  the  Company's  gross  profit was
$1,682,749,  representing  an  increase  of  $577,193  or 52.21% as  compared to
$1,105,556 for the same period of 2009.

For the three months ended March 31, 2010, the Company's gross profit margin was
35.56%,  representing  an  increase  of 4.94%  compared  to that of  2009.  Such
increase is mainly due to the  increase of the  average  price of "Free  Travel"
series products.

OPERATING AND EXECUTIVE EXPENSES

For the three months ended March 31, 2010, the Company's  selling  expenses were
$72,976,  increased by $33,937 or 86.93% as compared to the $39,039 for the same
period in 2009. The increase was mainly attributable to the following reasons:

While retaining the traditional "dealer + agent" distribution model, the Company
extended our coverage and control of sales  terminals by adding outlets in major
cities and adopted the sales mode of "quaternity"  which means sales through the
single  sale  store,  directly  operated  store,  urban  incorporated  store and
internet  stores.  As a  consequence,  the rent cost of these outlets  increased
accordingly.

With new sales strategies, we invested much more money in the promotion of "Four
Series" products, such as the advertisements of the image retailing stores. Thus
the sales expense increased.

For the three months ended March 31, 2010, the administrative  expenses accounts
for $321,013,  representing an increase of 55.96% as compared to $205,835 of the
same period in 2009. The increase mainly resulted from the following reasons:

The expenses for R&D largely  increased as we put much money on the  exploration
of the "Four  Travel"  series.  The salaries  and  allowance  for the  executive
officers increased by 10%.

The Company paid much  attention on the  relationship  with all staff to improve
the office facilities and the welfare and remuneration of them.

FINANCE COST

For the three  months  ended  March  31,  2010,  the  finance  cost is  $61,237,
representing an increase of $37,038 or 153.06%  comparing to $24,199 of the same
period in 2009.  The  increase  primarily  relates to the huge  increase in bank
loans which were applied for  attracting  more  investors  in  financing  market
expansion and terminal consolidated construction.

NET PROFIT

For the three  months  ended  March  31,  2010,  the net  profit  was  $885,981,
representing  an increase of $287,594 or 48.06%  compared  with  $598,387 a year
earlier, primarily as a result of the growth in revenues and the increased gross
profit margin.

NET PROFIT MARGIN

For the three  months  ended March 31,  2010,  the net profit  margin is 18.72%,
representing  an increase of 2.14%  compared with 16.58% a year  earlier.  It is
mainly  due to the  stable  increase  in sales  revenue  as we  maintained  good
cooperative  relationship  with our  distributors  and the increase of the gross
profit  margin  which  results  from  the  higher  ex-factory  price  of the new
products.

                                       26
<PAGE>
LIQUIDITY AND CAPITAL RESOURCE

As of March 31, 2010, the Company's total assets were $29,354,292.  Total assets
consist  of  current  assets  of  $16,683,336,  cash  and  cash  equivalents  of
$4,860,052,  accounts  receivable of $8,200,511  inventories of $604,155,  other
accounts  receivable  and advance  payments of $3,018,618,  property,  plant and
equipment  of  $6,569,451,intangible  asset of  $200,407and  land use  rights of
$5,901,098.

As of March 31, 2010, total liabilities were $15,783,238.  Total liabilities are
composed  accounts payable of $3,066,942,  short-term  loans of $3,203,581,  tax
payable of  $1,803,209,  dividends  payable  of  $1,785,339  and other  accounts
payable and related provision of $5,924,167. As of March 31, 2009, stockholders'
equity was $13,571,054. As of March 31, 2010, the gearing ratio is 53.77%.

We offer reasonable  credit limits to our customers and credit terms of 180 days
to maintain  control of account  receivables.  The average turnover was 147 days
for our  accounts  receivable  in the first  quarter of 2010,  while the average
turnover was 168 days for our accounts in the same period of 2009.

As of March 31, 2010, the average turnover was 19 days for our inventories while
it was 20 days as the same period of last year.

As of March 31, 2010,  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 in the  floating  rate,
whereas,  it would not make great  effect  the  Company  owns rare  assets in US
dollars.

CASH FLOWS

As of March 31, 2010, the Company's cash and cash  equivalents  were  $4,860,052
representing  an increase of $534,876 as compared  with  $4,325,176  of the same
period of 2009.

As of March 31, 2010, net cash flows used in operating activities were $778,962.
Net cash flows used in investing activities were $186,456. It was mainly used in
the construction of the new production facility.

As of March 31,  2010,  net cash flows  provided by  financing  activities  were
$1,512,614.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company is subject to certain  market risks,  including  changes in interest
rates and currency  exchange rates.  The Company does not undertake any specific
actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and the  principal  financial  officer  (our
president),  we have conducted an evaluation of the  effectiveness of the design
and operation of our  disclosure  controls and  procedures,  as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the  period  covered  by  this  report.  Based  on this  evaluation,  our
principal  executive officer and principal financial officer concluded as of the
evaluation date that our disclosure  controls and procedures were effective such
that the  material  information  required to be included in our  Securities  and
Exchange  Commission  reports is accumulated and communicated to our management,
including our principal  executive and financial officer,  recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred  during the fiscal  quarter  ended March 31, 2010 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                                       27
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceeding  or claims  that we  believe  will have,
individually  or in the  aggregate,  a material  adverse effect on our business,
financial condition or operating results.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:

31.1 - Certification  pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange
Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

31.2 - Certification  pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange
Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

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

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

                                       28
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Spokane, WA, by the undersigned, thereunto duly authorized.

May 17, 2010                    Registrant: Pacific Bepure Industry Inc.


                                By: /s/ Haiting Li
                                   ----------------------------------
                                   Haiting Li
                                   Chief Executive Officer


                                By: /s/ Zhong Zhao
                                   ----------------------------------
                                   Zhong Zhao
                                   Chief Financial Officer

                                       29