TRISTAR WELLNESS SOLUTIONS, INC. - FORM 10-Q

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EX-31.1 - SECTION 302 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 OF GERALD LAU - TRISTAR WELLNESS SOLUTIONS, INC.	exhibit31-1.htm
EX-31.2 - SECTION 302 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 OF SEAN WEBSTER - TRISTAR WELLNESS SOLUTIONS, INC.	exhibit31-2.htm
EX-32.1 - SECTION 906 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 - TRISTAR WELLNESS SOLUTIONS, INC.	exhibit32-1.htm

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

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

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

For the transition period from __________ to ____________

Commission file number 000-29981

BIOPACK ENVIRONMENTAL SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

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

Room 1302, 13/F, Enterprise Centre, 4 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong
(Address of principal executive offices) (zip code)

852.3586.1383
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ x ]
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

42,161,104 common shares issued and outstanding as of May 18, 2011

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Biopack Environmental Solutions Inc.

Unaudited

Consolidated Financial Statements

For the ThreeMonths Ended
March 31, 2011and 2010

(Stated in US Dollars)

Biopack Environmental Solutions Inc.

CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Biopack Environmental Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets

		Unaudited			Audited
		Mar 31, 2011			December 31, 2010
Assets
NON-Current assets
Property and equipment	$	2,154		$	2,716
Deposits		5,359			4,832
		7,513			7,548
Current assets
Cash and Cash equivalents		9,606			97,804
Accounts receivables		2,212			4,903
Prepaid expenses and other receivables		76,378			380
Total current assets		88,196			103,087

Asset of the 3 subsidiaries held for sale		864,125			905,532
		952,321			1,008,619

Total assets		959,834			1,016,167

Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses		715,125			671,003
Due to Shareholders & Directors		838,888			787,060
Short Term Debt		821,657			817,836
Total current liabilities		2,375,670			2,275,899

Liabilities of the 3 Subsidiaries held for sale		767,643			432,679
		3,143,313			2,708,578
Long Term Liabilities
Long term debt		60,000			60,000
Due to related parties		250,000			250,000
Total long term liabilities		310,000			310,000

Stockholders' equity
Preferred stock, $.001 par value, 10,000,000 shares authorized; 1,620,000 shares issued and outstanding		1,620			1,620
Common stock; $.0001 par value; 50,000,000 shares authorized; 41,032,849 shares issued and outstanding		4,101			4,102
Additional paid-in capital		5,031,916			5,031,916
Stock issued at less than par value		(2,683	)		(2,683	)
Accumulated other comprehensive income		221,086			239,557
Retained Earnings		(7,749,519	)		(7,276,923	)

Total stockholders' equity		(2,493,479	)		(2,002,411	)

Total liabilities and stockholders' equity	$	959,834		$	1,016,167

Biopack Environmental Solutions, Inc. and Subsidiaries

Consolidated Statement of Operations

March 31, 2011 and 2010

		Unaudited
		Three months ended
		Mar 31,
		2011			2010

Revenues	$	3,594		$	68,639
Cost of Sales		4,634			56,168
Gross (Loss) / Profit		(1,040	)		12,471

General and administrative		82,454			98,326
Depreciation and amortization		560			1,581
Total operating expenses		83,014			99,907

Loss from operations		(84,054	)		(87,436	)

Other Income (expense)
Other Income		-			347,807
Gain on disposal of Asset		-			(10,906	)
Finance cost		(11,127	)		(11,423	)
PROFIT/(LOSS) BEFORE TAX		(95,181	)		238,042

Income tax		-			-
Income (loss) from discontinued operations of 3 subsidiaries held for sales		(377,415	)		(209,076	)

NET PROFIT/(LOSS) FOR THE YEAR	$	(472,596	)	$	28,966

Earnings/(Loss) per share	$	(0	)	$	0

Weighted average common shares outstanding		40,985,118			37,855,205

Diluted Earnings/(Loss) Per Share		(0	)		0
Diluted Weighted Average Common Shares Outstanding		40,985,118			41,601,158

Biopack Environmental Solutions, Inc. and Subsidiaries

Statements of Cash flow

		Three months ended
		Mar 31,
		2011			2010
Cash flows from operating activities
Net income	$	(472,596	)	$	28,966

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4,362			50,183
Loss/(Gain) on Disposal of Asset
Write down in value of assets		-			10,906
Provision for Bad debt
Write off of deposit
Interest expenses accrual		11,127			11,423
Other comprehensive (loss) / income		(18,471	)		14,646
Changes in assets and liabilities:
Accounts receivable and other receivable		2,691			638
Prepaid expenses		(37,529	)		18,402
Advances to related parties		51,828			20,045
Inventories		1,264			33,042
Deposits		(679	)		(5,308	)
Accounts payable and accruals		367,958			186,901
Net cash Provided by (used in) operating activities		(90,045	)		369,843
Cash flow from investing activities
Purchase of property and equipment		-			(32,871	)
Construction in progress		(379	)		(621	)
Net cash used in investing activities		(379	)		(33,492	)

Cash flow from financing activities
Proceeds from notes payable
Debts Redemption		3,821			(1,170,855	)
Additional Paid Up Capital		-			856,351
Non-cash financing activities
Common stock issued to retire debts		-			648

Net cash used by financing activities		3,821			(313,856	)

Net change in cash		(86,603	)		22,495
Cash, beginning		97,888			3,997
Effects of exchange rate on the Balance of cash held in foreign currency		(1,671	)
Cash, ending	$	9,614		$	26,492

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

1.	The Company

Biopack Environmental Solutions Inc. (formerly Star Metro Corp.) and its subsidiaries develop, manufacture, distribute and market bio-degradable food containers and disposable industrial packaging for consumer products made from natural materials.

2.	Summary of Significant Accounting Policies

(a)	Basis of Presentation

The consolidated financial statements include the accounts of Biopack Environmental Solutions Inc. and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated from the consolidated financial statements.

The Company evaluates consolidation of entities under FAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”), which changes the approach to determining the primary beneficiary of a variable interest entity (“VIE”), (Formerly known as Financial Accounting Standards Board (FASB) Interpretation No.46, “Consolidation of Variable Interest Entities” (FIN 46)). FAS 167 replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the VIE. FAS 167 also requires ongoing reassessment of whether an enterprise is the primary beneficiary of a VIE, and requires additional disclosures about an enterprise’s involvement in VIEs. FAS 167 is effective for the Company as of the beginning of fiscal year 2011 and its adoption is not expected to have a material effect on the Company’s unaudited condensed consolidated financial statements.

(b)	Use of Estimates

In preparing consolidated financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Significant estimates include depreciation. Actual results could differ from those estimates.

(c)	Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of March 31, 2011, the Company had cash and cash equivalents of $9,614.

(d)	Short-term Investment

The Company classifies its short-term investment as held-to-maturity debt securities and is measured at amortized cost (which approximates fair value) with interest and realized gains and losses, if any, reported in non-operating income in the income statement.

(e)	Accounts Receivable

Accounts receivable are stated at original amounts less an allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the end of the period. Full allowance for doubtful receivables are made when the receivables are overdue for one year and an allowance is made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of a receivable. Bad debts are written against the allowance when identified. The Company extends credit to customers on an unsecured basis in the normal course of business and believes that all accounts receivable in excess of the allowance for doubtful accounts are fully collectible. The Company does not accrue interest on trade accounts receivable. The normal credit terms range from 15 to 60 days.

(f)	Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted.

(g)	Property, Plant and Equipment

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

The estimated useful lives are as follows:

	Years
Leasehold improvements	5
Furniture, fixtures and office equipment	5
Motor Vehicles	5 to 10
Computer equipment	5
Plant and Machinery	5 to 20

(h)	Impairment of Assets

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets", the Company evaluates its long-lived assets to determine whether later events and circumstances warrant revised estimates of useful lives or a reduction in carrying value due to impairment. If indicators of impairment exist and if the value of the assets is impaired, an impairment loss would be recognized. There was no impairment loss made for property and equipment as of March 31, 2011.

(i)	Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”, (Formerly known as interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)). ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the period ended March 31, 2011. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favourably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

(j)	Foreign Currency Transactions

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

(k)	Fair Value of Financial Instruments

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

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

(l)	Earnings Per Share

The Company computes earnings per share (“EPS’) in accordance with FASB Accounting Standard Codification Topic 260 (ASC 260) “Earnings Per Share” (Formerly known as Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”)), and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

(m)	Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents the change in equity of the Company during the periods presented from foreign currency translation adjustments.

(n)	Stock-Based Compensation

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

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

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

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

(o)	Revenue Recognition

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

(p)	Recently issued accounting pronouncements

In December 2007, ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

In March 2008, the FASB issued ASC 815 (SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133) to amend and expand the disclosures about derivatives and hedging activities. The standard requires enhanced qualitative disclosures about an entity’s objectives and strategies for using derivatives, and tabular quantitative disclosures about the fair value of derivative instruments and gains and losses on derivatives during the reporting period. This standard is effective for both fiscal years and interim periods that begin after November 15, 2008. The adoption of this standard on December 29, 2008, the beginning of the Company’s fiscal year, did not have a material impact on its unaudited condensed consolidated financial statements.

In December 2007, ASC 810, Consolidation (“ASC 810”) includes new guidance issued by the FASB governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent’s ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In May 2009, ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No.140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

In September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations.

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162), reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010 (the Company’s fiscal year 2012); early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2009-14 on its financial statements.

3.	Property, Plant and Equipment, net

Cost		31.03.2011		31.12.2010
Office furniture and equipment		6,721		3,228
Computer equipment		9,478		12,973
		16,199		16,201
Accumulated depreciation		(14,045	)	(13,485	)
	$	2,154		2,716

Depreciation expense for the three month ended March 31, 2011 was $560.

4.	Accounts receivable

Accounts receivable consists of receivables on trade as follows:

Ageing of trade and other receivables		31.03.2011	31.12.2010
0 – 30 days	$	1,305	-
Over 30 days		907	4,903
	$	2,212	4,903

As of March 31, 2011, the Company’s subsidiaries had total receivables of $2,212. The Company believes that there is no issue of recoverability and the balances receivable are indicative of fair value.

5.	Prepaid expenses and other receivables

		31.03.2011	31.12.2010
Prepaid expenses	$	76,378	-
Other receivables		-	380
	$	76,378	380

6.	Accounts payable and accrued expenses

		31.03.2011	31.12.2010
Accrued expense and other payables	$	585,835	551,964
Accounts payables		129,290	119,039
	$	715,125	671,003

7.	Due to Shareholders & Directors

	31.03.2011	31.12.2010
Amount due to Directors	838,888	787,060
	838,888	787,060

Directors of the Company have advanced $838,888 in the form of unsecured, non-interest bearing advances with no due date.

8.	Loans payable

		31.03.2011			31.12.2010
Short Term Loan	$	821,657			817,836

As at March 31, 2011, the Company has short term loans on demand of $821,657. The loans bear interest at the rate of 0.5% to 6% per annum.

Long Term Loan
		31.03.2011	31.12.2010
Convertible Debts Issued to Non Related Party	$	60,000	60,000
Convertible Debts Issued to a Director		250,000	250,000
	$	310,000	310,000

Convertible Debts

	31.03.2011	31.12.2010
Opening Balance of Convertible Debts	310,000	581,000
Plus: Convertible debentures issued during the period	-	-
Less: Debentures converted to common shares	-	271,000
Closing Balance of Convertible Debts	310,000	310,000

The embedded beneficial conversion features present in the convertible debenture is valued separately at issuance and recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. That amount is calculated as the difference between the conversion price and the fair value of the common stock into which the debenture is convertible, multiplied by the no. of shares. The intrinsic value cannot exceed the proceeds.

9.	Going Concern

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate the continuation of the Company as a going concern. The Company had a loss for the three month period ended March 31, 2011 of $472,596 and, on March 31, 2011 it had an accumulated deficit of $7,749,519 and a working capital deficit of $2,287,474. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

The future of the Company is dependent upon its attaining profitable operations and raising the capital it will require in order to achieve profitable operations through the issuance of equity securities, borrowings or a combination thereof.

10.

Concentrations and Credit Risk

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

11.

Commitments and Contingencies

Operating Lease Arrangements

Minimum lease payments recognized as an expense under operating leases in respect of the premises and land use right in Hong Kong during the Three months Ended March 31, 2011:

		31.03.2011			31.12.2010
Premises	$	4,061			19,168

At March 31, 2011, the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases in respect of premises in Hog Kong, which fall due as follows:

		31.03.2011	31.12.2010
Within one year	$	14,003	2,552
	$	14,003	2,552

12.

Related Party Transactions

The advances are unsecured, interest free and have no fixed terms of repayment. The respective parties are or were directors of the company.

13.

INCOME TAXES

No provision for HK Profits tax has been made in consolidated financial statements as the subsidiaries sustained loss for the year. The current year amount represented under provision of taxation in previous years.

No provision for PRC income tax has been made in the consolidated financial statements as the PRC subsidiary sustained loss during the year. No provision for deferred taxation has been recognized in the financial statements as the amount involved is insignificant.

No provision for US tax has been made for any of the period presented as the Group does not have any assessable profits during the period.

No deferred tax is recognized in the consolidated balance sheets as of March 31, 2011.

14.

Discontinued Operation

Biopack Environmental Limited, a wholly owned subsidiary of Starmetro Group Limited, which is the Company’s wholly-owned subsidiary, entered into a share purchase agreement dated July 9, 2010 with Well Talent Technology Limited, a company incorporated in the British Virgin Islands, whereby Well Talent agreed to purchase all of the issued and outstanding shares of Roots Biopark Ltd., which wholly owns Jiangmen Roots Biopack Ltd. And Roots Biopack (Intellectual Property) Limited. Completion of this purchase and sale agreement was conditioned on, among other things, approval of the transaction by the Company’s shareholders.

On August 5, 2010, the Company filed a Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). This document was reviewed by staff at the SEC and, in response to a series of comments, the Company filed amendments to its Preliminary Proxy Statement on October 4, 2010, December 22, 2010 and February 11, 2011, respectively. As of the date of this quarterly report on Form 10-Q, there are outstanding comments on the Preliminary Proxy Statement and the Company is not yet in a position to send a Proxy Statement to its shareholders, nor is it yet in a position to schedule a shareholder meeting. During this period, the Company was unable to pay its operating costs and, in November of 2010, it shut down the operation of its factory. Without income from production and sales, the Company has not had the revenue from which to pay expenses and it ceased to pay rent for its factory premises. During the first few months of 2011, the Company’s landlord threatened to terminate the factory lease and take the Company to court for past due rent. On April 21^st, the Company’s landlord initiated a court action and a Writ of Summons was issued by the People’s Court of Guandong Jiangmen Penjiang District on April 25, 2011. A court hearing has been scheduled for May 27, 2011.

In light of its lack of financial resources and the threats of legal action from its landlord, in March, 2011, the Company offered to complete the transaction with Well Talent without shareholder approval, informing Well Talent that it could offer no assurance that it could clear comments on the Preliminary Proxy Statement and call a shareholder meeting before its landlord terminated its factory lease. Well Talent has not yet agreed to complete on its agreement without first obtaining approval of the Company’s shareholders. The Company is currently attempting to confirm that Well Talent will complete the transaction without shareholder approval or, in the alternative, that the Company’s agreement with Well Talent is no longer in effect. The Company is currently seeking alternative solutions, and has been in active discussion with others that have evidenced interest in purchasing its factory assets.

The operations of Jiangmen Roots Biopack Ltd, Roots Biopack (Intellectual Property) Limited and Roots Biopark Ltd. have been the manufacturing arm of the Company. The operation loss of the three subsidiaries has been shown in the separate line as discontinued operations held for sale as of 31 March 2011.

A summarized statement of operations for the discontinued operations for the comparable three month periods ended 31 March, 2011 and 31 March, 2010 is as follows:

	Three months ended		Three months ended
	31.03.2011		31.03.2010

Revenues	0		0
Cost of Sales	0		12,035
Gross Profit/(Loss)	0		(12,035	)

General and administrative	373,613		148,439
Depreciation and amortization	3,802		48,602
Total operating expenses	377,415		197,041

Income (loss) from discontinued opertations of 3 subsidiaries held for sale	(377,415	)	(209,076	)

Assets of the 3 subsidiaries held for sales :


	Unaudited	Audited
	Mar 31, 2011	Dec 31, 2010

Assets
Current assets
Cash and Cash equivalents	8	84
Prepaid expenses and other receivables	89,023	127,492
Inventory	46,916	48,180
Total current assets	135,947	175,756

Property and equipment	562,363	564,492
Construction in progress	118,365	117,986
Deposits	47,450	47,298
Total assets	864,125	905,532

Liability of the 3 subsidiaries held for sale:


	Unaudited	Audited
	Mar 31, 2011	Dec 31, 2010

Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses	767,643	432,679
Total current liabilities	767,643	432,679

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

Our management’s discussion and analysis of financial condition and results of operation provides a narrative about our financial performance and condition that should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included in this quarterly report on Form 10-Q. This discussion contains forward looking statements reflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this Form 10-Q titled “Risk Factors” and “Forward-Looking Statements”.

Our Business

Until recently, we developed, manufactured, distributed and marketed bio-degradable food containers and disposable industrial packaging for consumer products. We supplied these biodegradable food containers and industrial packaging products to multi-national corporations, supermarket chains and restaurants located across North America, Europe and Asia. We manufactured our products in our own factory, known as Jiangmen Roots Biopack Ltd., which is located in Jiangmen City in the PRC.

During the year ended December 31, 2010, we were unable to raise the money we needed in order to properly equip and continue the operation of our factory and we decided to sell the factory and disengage from the manufacturing portion of our business. We entered into an agreement dated July 9, 2010, with Well Talent Technology Limited pursuant to which we agreed to sell the operating subsidiaries that own our factory to Well Talent in exchange for money and Well Talent’s agreement to grant to our company an exclusive right to market and distribute the products manufactured at the factory. Completion of this purchase and sale agreement was conditioned on, among other things, approval of the transaction by our shareholders.

On August 5, 2010, we filed a Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). This document was reviewed by staff at the SEC and, in response to a series of comments, we filed amendments to our Preliminary Proxy Statement on October 4, 2010, December 22, 2010 and February 11, 2011, respectively. As of the date of this quarterly report on Form 10-Q, there are outstanding comments on the Preliminary Proxy Statement and we are not yet in a position to send a Proxy Statement to our shareholders, nor are we yet in a position to schedule a shareholder meeting. During this period, we were unable to pay our operating costs and, in November of 2010, we shut down our factory. Without income from production and sales, we have not had the revenue from which to source expenses and we ceased to pay rent for our factory premises. During the first few months of 2011, our landlord threatened to terminate our factory lease and take us to court for past due rent.

In March, we offered to complete the transaction with Well Talent without shareholder approval, informing Well Talent that we could offer no assurance that we could clear comments on our Preliminary Proxy Statement and call a shareholder meeting before our landlord terminated our lease. Well Talent has not yet agreed to complete on our agreement without first obtaining approval of our shareholders. We are currently attempting to confirm that Well Talent will complete our transaction without shareholder approval or, in the alternative, that our agreement with Well Talent is no longer in effect. We are currently seeking alternative solutions.

On April 25, 2011, the People’s Court of Guandong Jiangmen Pengjiang District issued a Writ of Summons calling for the settlement of unpaid rent for our factory plus penalty interest and other claims. The claim calls for the payment of overdue rental in the amount of RMB 1,236,000, penalty interest in the amount of RMB 1,067,930 and a claim for potential loss of income in the amount of RMB 618,000, for a total amount claimed of RMB 2,921,930 (approximately USD $451,379). A court hearing has been scheduled for May 27, 2011. In negotiations with the landlord, we have delayed adjudication of this matter by agreeing to sell some of our assets and using the proceeds to pay the factory workers some of the wages owed to them. If we are unable to complete a sale of our manufacturing subsidiaries to Well Talent or another party, it is probable that our assets, including our factory, will be seized and liquidated in order to pay our debts in the PRC.

We have not delivered any product during the three month period ended March 31, 2011 but we have continued to work on orders and the development of new products for clients in anticipation of a change in circumstance that will enable us to supply product. We currently have approximately USD $216,436.70 in existing orders for our Roots Biopack brand of products and another USD$292,934.00 in the pipeline but these are subject to the resolution of our liquidity issues and our ability to guarantee production and delivery. As we continue to anticipate that we will be able to source products from our factory after the sale to Well Talent, we have not yet investigated the availability of third party manufacturing capability.

Our Agreement with Well Talent

On July 9, 2010, Biopack Environmental Limited, a wholly-owned subsidiary of Starmetro Group Limited, which is our wholly-owned subsidiary, entered into a share purchase agreement with Well Talent Technology Limited, a company incorporated in the British Virgin Islands, whereby Well Talent agreed to purchase:

all of the issued and outstanding shares of Roots Biopark Limited (which wholly owns Jiangmen Roots Biopack Ltd.) and Roots Biopack (Intellectual Property) Limited; and
the shareholder’s loan in the amount of HK$26,526,213.91 (approximately US$3,394,486.39) advanced by Biopack Environmental Limited to Roots Biopark Limited and the shareholder’s loan of HK$275,742.56 (approximately US$35,286) advanced by Biopack Environmental Limited to Roots Biopack (Intellectual Property) Limited.

The total consideration payable to Biopack Environmental Limited for the sale of these shares and the shareholder’s loans is HK$6,800,000 (approximately US$875,161). The consideration of HK$6,800,000 is payable on the completion of the sale:

by way of cash payment of HK$2,800,000 (approximately US$360,360); and
by way of cancellation of the loans in the amount of HK$4,000,000 (approximately US$514,800) advanced by Well Talent to Biopack Environmental Limited.

At the completion of the sale, Well Talent also agreed to release Gerald Lau, our president and director, from his obligations as a guarantor over the HK$4,000,000 loans advanced by Well Talent to Biopack Environmental Limited.

The sale of these shares and the shareholder’s loans is conditional upon, among other things,:

obtaining approval from our stockholders of the sale;
Biopack Environmental Limited, Well Talent, Roots Biopark Limited, and Roots Biopack (Intellectual Property) Limited entering into a deed of assignment, whereby Biopack Environmental Limited will assign the shareholder’s loans to Well Talent; and
Biopack Environmental Limited entering into a distributorship agreement with Well Talent. The distributorship agreement grants Biopack Environmental Limited the exclusive right to sell bio-degradable food container and packaging product produced by Roots Biopark Limited and Roots Biopack (Intellectual Property) Limited in Europe, North America, Australia, Africa, South America and Hong Kong for a period of 12 months.

The sale of all of the issued and outstanding shares of Roots Biopark Limited and Roots Biopack (Intellectual Property) Limited will constitute the sale of substantially all of our operating assets. As discussed above, the completion of this transaction has been delayed and may be in jeopardy.

Result of Operations for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.

During the three months ended March 31, 2011 we had a net loss of $472,596, compared to net profit of $28,966 for the three months ended March 31, 2010. The profit from the same period in the previous year was mainly due to a one-off gain on disposal of asset. The loss for the three months ended March 31, 2011, was primarily due to lack of sales activities and revenue as a result of our pending sale of subsidiaries.

Our loss from operation was $84,054 for the three months ended March 31, 2011 compare to $87,436 for the three months ended March 31, 2010. The decrease in the amount of our operating loss was due primarily to decreased operation expenses compared to the same period in 2010.

Net Sales and Cost of Sales

Net sales for the three months ended March 31, 2011 were $3,594, compared to net sales of $68,639 for the three months ended March 31, 2010. The decrease in sales is primarily due to lack of sales activities as a result of our pending proposed sale of subsidiaries.

Cost of sales for the three months ended March 31, 2011 was $4,634, which provided a gross loss of $1,040, compared to cost of sales of $56,168 for the three months ended March 31, 2010, which provided a gross profit of $12,471. The decrease gross profit is primarily due to the increase in the market price of the product we bought from our factory in China, the subsidiary held for sale. The rising inflation rate in China was the main contributor for increased price of the product exported from China.

Operating Expenses

Operating expenses for the three months ended March 31, 2011 were $83,014, compared to $99,907 for the three months ended March 31, 2010. The decrease in general and administrative expenses as a result of less sales and marketing expenses.

Our depreciation expenses for the three months ended March 31, 2011 were $560 compare to $1,581 for the three months ended March 31, 2010. Most of our continuing operations assets are office equipment with low value.

Our legal and professional expenses for the three months ended March 31, 2011 were $10,938, compared to $8,456 for the three months ended March 31, 2010. The increase in legal and professional expenses is mainly due to the additional requirement related to U.S. SEC regulatory compliance and responding to the comments from the SEC related to our proposed sale of subsidiaries.

Interest Expenses

We incurred interest expense of $11,127 during the three months ended March 31, 2011, compared to $11,423 during the three months ended March 31, 2010. Interest expense was incurred primarily due to interest expenses accrued on long term and short term debt. The decrease in interest expense was due primarily to the decrease in the principal amount of our debt for the three month period ended March 31, 2011, compared to the three month period ended March 31, 2010.

Result of discontinued operations of the three subsidiaries held for sale

The three discontinued subsidiaries held for sale have incurred a loss of $377,415 for the three month ended March 31, 2011, compared to loss of $209,076 for the three month ended March 31, 2010. The decrease in the loss is primarily due to. The loss in the manufacturing operations in our factory in China is mainly due the fact that the production level hasn’t reached the economy of scale to generate operating profit. The decreased loss for the three months ended 31 March, 2011 compare to the three months ended 31 March, 2010, is mainly due to the reduced production activity as a result of the pending sale of subsidiaries.

The general economic environment also had a negative impact on the operating result, including the increasing raw material price, as well as increasing labor cost in China due to the stimulation package China government has injected into the infrastructure projects which created a shortage of labor force for 2010.

Liquidity and Capital Resources

Our principal cash requirements are for daily working capital, manufacturing and installation of plant and machinery at our leased factory in Jiangmen City, PRC. On March 31, 2011 we had cash and cash equivalents of $9,614 compared to $26,492 at March 31, 2010. As at March 31, 2011 we had a working capital deficit of $2,287,474, compare to a working capital deficit of $2,172,812 at December 31, 2010. The increase in working capital for the period was primarily financed by the director loans.

The sale of all of the issued and outstanding shares of Roots Biopark Limited and Roots Biopack (Intellectual Property) Limited to Well Talent Technology Limited is a course of action that we proposed to take to address our funding shortfalls. Also as discussed below under the section entitled “Cash Flow Provided by Financing Activities”, we obtained loans from Well Talent and others to address our funding shortfalls. We expect our operating expenses would dramatically decrease after the sale of the subsidiaries to Well Talent as the factory operations historically represented the majority of the total operational expenses for our company (historically, the factory operations have accounted for approximately 65-66% of total operational expenses). We hope that removing the factory operations from our company would allow our company to continue operating more efficiently since we expect to concentrate on the sales, marketing and distribution activities without being responsible for the large expenses associated with the factory operations. If we cannot complete the sale, we expect that our factory will be seized and liquidated in order to fund payment of our trade debts (including factory rent and factory workers’ wages) but we hope to be able to source product to fill customer orders from third party manufacturers and continue the marketing and distribution portion of our business, though there is some possibility that we will be forced to wind up our business.

Cash Flow Used in Operating Activities

For the three months ended March 31, 2011 our operating activities provided net cash of $90,045, compared to $369,843 used for the three months ended March 31, 2010. The decrease in cash inflow was primarily due to decrease in advances from related parties.

Cash Flow Used in Investing Activities

For the three months ended March 31, 2011 investing activities used net cash of $379 compared to $33,492 for the three months ended March 31, 2010. The net cash used in investing activities was primarily due to low value office equipment purchase.

Cash Flow Provided by Financing Activities

For the three-month period ended March 31, 2011, financing activities provided cash of $3,821 compared to $313,856 cash used in the three months ended March 31, 2010. The cash flow provided in financing activities for the three months ended March 31, 2010 was primarily from debt notes issuance. During the three month period ended March 31, 2011, there were no financing activities other than director loans.

Capital Expenditures

During the three-month period ended March 31, 2011, we did not have any material commitments for capital expenditures.

Going Concern

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate the continuation of our company as a going concern. We had a net loss for the three months ended March 31, 2011 of $472,596 and, on March 31, 2011 we had an accumulated deficit of $7,749,519 and a working capital deficit of $2,287,474. These conditions raise substantial doubt as to our company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should our company be unable to continue as a going concern.

The future of our company is dependent upon its attaining profitable operations and raising the capital it will require in order to achieve profitable operations through the issuance of equity securities, borrowings or a combination thereof.

We are currently negotiating with several parties to try and arrange financing options, possibilities or alternatives should the current proposed sale of three of our subsidiaries fail; in the event that the sale does not result in a contribution of adequate cash for continued operations for the company; or if the company’s factory is seized and disposed of by the Chinese authorities.

Off-Balance Sheet Arrangements

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

On April 22, 2010, we entered into a loan agreement with Well Talent, whereby Well Talent loaned HK$2,000,000 (approximately US$257,400) to us. Well Talent has the right to terminate or demand repayment at any time upon giving written notice to us. Notwithstanding this right, we must repay the loan within 6 months from the date of the loan, subject to the parties agreeing to a 3 month extension. There is no interest on the loan for the first six months and if the parties agree to the 3 month extension, the loan is subject to interest at a rate of 1% per month.

On June 3, 2010, we entered into another loan agreement with Well Talent, whereby Well Talent loaned additional HK$2,000,000 (approximately US$257,400) to us. The terms of this loan agreement are substantially the same as the loan agreement dated April 22, 2010.

Gerald Lau, our president and director, personally guaranteed to Well Talent on these two loans.

On August 19, 2010, we entered into a loan from Sean Webster, a director of our company, in the form of unsecured, non-interest bearing advances with no due date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

As of March 31, 2011, the end of the three-month period covered by this report, our president and chief executive officer (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

The conclusion that our disclosure controls and procedures were ineffective at the end of the period was due primarily to the identification of certain material weaknesses in our internal control over financial reporting that are the result of our having scaled back our operations and ceased production at our factory. Without revenue from sales of our product, we have lost personnel, including accounting staff with knowledge of U.S. GAAP. Although we continue to employ accountants in both Hong Kong and in the PRC, none of our current employees, officers or directors has a working knowledge of U.S. GAAP. In addition, although we have an independent contractor with knowledge of U.S. GAAP, since January, 2011, this independent contractor has cut back the number of hours devoted to our company and the limited number of hours per week spent on our affairs is insufficient. Because of our current lack of revenue, we have been unable to hire more than the limited staff we currently employ.

Changes in Internal Control over Financial Reporting

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

We believe that the loss of personnel with a working knowledge of U.S. GAAP during the three-month period ended March 31, 2011 has materially affected, and is reasonably likely to continue to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than as disclosed below and in our annual reports on Form 10-K for the years ended 2008, 2009 and 2010, we know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us. There have been no material changes to the litigation described in our annual reports on Form 10-K for the years ended 2008, 2009 and 2010 during the three month period ended March 31, 2011 or from April 1 2011 until the date of this quarterly report on Form 10-Q.

On April 25, 2011, the People’s Court of Guandong Jiangmen Pengjiang District issued a Writ of Summons calling for the settlement of unpaid rent for our factory plus penalty interest and other claims. The claim, details of which are set out below, calls for the payment of overdue rental in the amount of RMB 1,236,000, penalty interest in the amount of RMB 1,067,930 and a claim for potential loss of income in the amount of RMB 618,000, for a total amount claimed of RMB 2,921,930 (approximately USD $451,379). A court hearing has been scheduled for May 27, 2011. In negotiations with the landlord, we have delayed adjudication of this matter by agreeing to sell some of our assets and using the proceeds to pay the factory workers some of the wages owed to them. If we are unable to complete a sale of our manufacturing subsidiaries to Well Talent or another party, it is probable that our assets, including our factory, will be seized and liquidated in order to pay our debts in the PRC.

Details of the claim are as follows:

Writ of Summons issued by the People’s Court of Guangdong Jiangmen Pengjiang District on April 25, 2011.

Case Number: (2011) Jiang Peng Court No. 791

Case Reference: Disputes over Lease Rental Contract dated March 1, 2007

Case Details: Claim on the defendant for overdue lease rentals (RMB1,236,000), related penalty interest (RMB1,067,930) and other related compensation charges (potential loss of income RMB618,000) totaling RMB2,921,930.

Plaintiff: Chen Jin Yao (Landlord)

Defendant: Jiangmen Roots Biopack Limited (Tenant)

Court Hearing Schedule: May 27, 2011 at 9:00 am

Place of Hearing: People’s Court of Jiangmen Municipal Pengjiang District

Item 1A. Risk Factors.

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

Risk Factors Related to the Proposed Sale of Our Subsidiaries

If we cannot complete our transaction with Well Talent or a similar strategic buyer in time, our business will fail:

Our factory is the key to the continuation of our business, whether it is owned by Well Talent or another strategic buyer from which we can purchase products for distribution to our customers. We cannot afford to keep the factory because the costs of operation are higher than the revenue it can generate for us. We have been unable to raise the funds needed to make the improvements to the factory that would decrease the operating costs to an amount less than the revenue derived from sales and, over time, the excess of operating cost over sales revenue has forced us to close the factory. With our factory closed we continue to incur operating costs but we have no revenue from which we can pay these costs and our debts continue to accrue. In addition, our landlord has filed a claim in court seeking to seize our factory and a hearing in this action is currently scheduled for May 27, 2011. If we cannot sell the factory, it will probably be seized and sold to pay our debts. If our factory is sold to pay our debts, the sale price will almost certainly be an amount less than the total amount of money we owe. If this happens, our business will fail, our company will be insolvent and you will lose your entire investment in our company.

We will incur certain costs in connection with the proposed sale of our subsidiaries, whether or not we complete it.

We expect to incur certain costs related to the proposed sale of our subsidiaries. These expenses include financial advisory, legal and accounting fees and expenses, filing fees, and other related charges. We may also incur additional unanticipated expenses in connection with the transaction. A portion of the costs related to the proposed sale, such as legal and accounting fees, will be incurred regardless of whether the transaction is completed. These expenses may affect our business operations going forward.

If we do complete our transaction with Well Talent Technology Limited or with another strategic purchaser, we expect that we will be dependant on the purchaser to obtain our products.

If the transactions contemplated under our share purchase agreement with Well Talent are completed (or a similar transaction is completed with another strategic purchaser), we expect that we will be dependant on the purchaser to supply our products under the distribution agreement contemplated by the share purchase agreement. Failure by the purchaser to supply products, for whatever reason, would adversely affect our profit margins and our ability to deliver our products to our customers. We will have no control over the purchaser of our factory or the quality of the product. Further, the proposed distribution agreement will be terminated 12 months after the entry. If the purchaser does not renew the proposed distribution agreement, we may be unable to obtain any products for resale.

RISKS RELATED TO OUR COMPANY

Our consolidated financial statements have been prepared assuming that we will continue as a going concern.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate the continuation of our company as a going concern. We had a net loss for the three months ended March 31, 2011 of $472,596 and, on March 31, 2011 we had an accumulated deficit of $7,749,519 and a working capital deficit of $2,287,474. We anticipate that we will continue to incur operating expenses that will only partially be offset by sales revenues. On March 31, 2011, we had cash and cash equivalents of $9,614. Our average operating expenses is $75,000 per month. We estimate that our operating expenses over the next twelve months will be approximately $900,000. We are uncertain these expenses can be offset by our sales revenues.

As we cannot assure a lender that our operation will become profitable, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity and, more recently, convertible debt securities but there can be no assurance that we will be able to continue to do so. If we cannot raise the money that we need in order to continue to operate, we may be forced to delay, scale back or even eliminate some or all of our activities. If any of these were to occur, our business could fail. These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the consolidated financial statements for the three-month period ended March 31, 2011, which are included in our quarterly report on Form 10-Q. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event our company cannot continue in existence.

RISKS RELATED TO OUR BUSINESS

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

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

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

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

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

As a manufacturer or a distributor of disposable packaging products we are at risk for potentially significant product liability and associated losses. We cannot predict or protect against all potential losses or liabilities that may arise relating to our disposable food container and industrial packaging products. We maintain insurance against many, but not all, potential losses and liabilities, in accordance with customary industry practice and in amounts we believe to be necessary. If any losses or liabilities are not covered by insurance, or if the insurance is insufficient, we would be required to satisfy these losses and liabilities and our financial condition and results of operations may be adversely affected.

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

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

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

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

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

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

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

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

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

Our ability to hire and retain qualified personnel will be an important factor in the success of our business. The competition for qualified personnel in the disposable packaging industry in which we operate is high. In addition, in order to manage growth effectively, we must implement management systems and continue to recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan.

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

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

difficulty in enforcing agreements in foreign legal systems;
foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade and investment, including currency exchange controls;

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

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

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

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

We manufacture our disposable packaging products using complex processes that require technologically advanced equipment and continuous modification to improve yields and performance. From time to time, we have experienced minor disruptions in our manufacturing process as a result of power outages or equipment failures. If production at our manufacturing plant is disrupted for any number of reasons, manufacturing yields may be adversely affected and we may be unable to meet our customers requirements. Consequently, our customers may purchase disposable food packaging products from our competitors. This could result in a significant loss of revenues and damage to our customer relationships, which could materially adversely effect our business, results of operations or financial condition.

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

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

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

We rely on one distributor for approximately 80% of our sales. The loss of this distributor would adversely affect revenues and results of operations, and the loss of any other significant customers could adversely affect revenues and results of operations unless and until the lost business is replaced. We believe that it is unlikely that we could replace this one distributor. If we were to lose this distributor and we did not replace it, we could be forced to cease operations and investors in our company could lose their entire investment.

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

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

Our executive officers and directors, in the aggregate, beneficially own 25.52% of the issued and outstanding shares of our common stock. In addition, Begonia Participation Corp. owns 1,900,000 shares of our common stock, 620,000 shares of our Series A Preferred Stock and 1,000,000 shares of our Series B Preferred Stock. Each share of Series A Preferred Stock and each share of Series B Preferred Stock is entitled to 30 votes at any meeting of our stockholders and is convertible, at any time at the option of the holder, into 5 shares of our common stock. Therefore, Begonia Participation Corp. has approximately 55.64% of the voting power of our shareholders. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our executive officers, directors and Begonia Participation Corp. control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock

RISKS RELATED TO OUR COMMON STOCK

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a portion of our continued operations will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation, as amended, authorizes the issuance of up to 50,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
Number	Description
(2)	Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
2.1	Share exchange agreement dated February 8, 2007 between our company, Roots Biopack Group, Good Value Galaxy Limited, Joyful Services Ltd., Legend View Holdings Ltd, Erich Muller Holding AG, and Eddie Chou and Ricky Chiu (incorporated by reference from our Current Report on Form 8-K filed on January 11, 2007)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.2	Bylaws (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.3	Certificate of Amendment of Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.4	Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.5	Certificate of Designation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.6	Articles of Merger filed with the Secretary of State of Nevada on November 21, 2006 effective on November 26, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 28, 2006)
3.7	Articles of Merger filed with the Secretary of State of Nevada on February 21, 2007 effective on February 26, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 27, 2007)
3.8	Certificate of Correction filed with the Secretary of State of Nevada on June 27, 2007 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2009)
3.9	Certificate of Designation filed with the Secretary of State of Nevada on July 27, 2007 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2009)
3.10	Certificate of Change filed with the Secretary of State of Nevada on June 6, 2009 (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009)
(10)	Material Contracts
10.1	Technology License and Materials Purchase Agreement with Glory Team Industrial Ltd., Starmetro Group Limited dated December 7, 2005 (incorporated by reference from our quarterly report on Form 10-QSB filed on November 20, 2006)
10.2	Agreement dated effective November 13, 2006 with Glory Team Industrial Ltd. and Eddie Chou S. Hou (incorporated by reference from our Current Report on Form 8-K filed on November 17, 2006)
10.3	Share Exchange Agreement dated January 5, 2007 among our company, Roots, the Stockholders, Chou and Chiu (incorporated by reference from our Current Report on Form 8-K filed on January 10, 2007)

10.4	Agreement for Transfer of State-Owned Land Usage Right (incorporated by reference from our Current Report on Form 8-K filed on April 2, 2007)
10.5	Factory Leasing Agreement (incorporated by reference from our Current Report on Form 8-K filed on April 2, 2007)
10.6	Factory Leasing Agreement – Translation (incorporated by reference from our Current Report on Form 8-K filed on April 2, 2007)
10.7	Roots’ Tenancy Agreement (incorporated by reference from our Current Report on Form 8-K filed on April 2, 2007)
10.8	Sales and Purchase of Machinery, Technical Assistance and Factory Management Agreement dated August 19, 2007 between our company and Tayna Environmental Technology Co. Limited (incorporated by reference from our Quarterly Report on Form 8-K filed on August 21, 2007)
10.9	Distribution Agreement dated July 26, 2007 between our wholly owned subsidiary, Roots Biopack Limited and Packagegroup Moonen (incorporated by reference from our Current Report on Form 8-K filed on August 27, 2007)
10.10	Boiler Project Contract dated June 28, 2007 between our wholly owned subsidiary, Jiangmen Roots Biopack Limited and Dongguan Hongyuan Boiler Equipments Co., Ltd. (incorporated by reference from our Current Report on Form 8-K filed on August 27, 2007)
10.11	Construction Project Agreement dated June 11, 2007 between our wholly owned subsidiary, Jiangmen Roots Biopack Limited and Li Bailia (incorporated by reference from our Current Report on Form 8-K filed on August 27, 2007)
10.12	Compressor Project Contract dated June 6, 2007 between our wholly owned subsidiary, Jiangmen Roots Biopack Limited and Sky Blue (incorporated by reference from our Current Report on Form 8-K filed on August 27, 2007)
10.13	Debt Settlement and Subscription Agreement dated August 1, 2007 between our company and Begonia Participation Corp. (incorporated by reference from our Quarterly Report on Form 8-K filed on August 20, 2007)
10.14	Share Cancellation Agreement dated February 17, 2009 between our company and Eddie Chou (incorporated by reference from our Current Report on Form 8-K filed on March 5, 2009)
10.15	Share Cancellation Agreement dated February 17, 2009 between our company and Ricky Chiu (incorporated by reference from our Current Report on Form 8-K filed on March 5, 2009)
10.16	Share Cancellation Agreement dated February 17, 2009 between our company and Legend View Holdings Limited (incorporated by reference from our Current Report on Form 8-K filed on March 5, 2009)
10.17	Land Purchase Settlement Agreement dated April 8, 2009 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2009)
10.18	Cancellation Agreement dated March 30, 2009 between Roots Biopack Group Limited and Tayna Environmental Technology Co. Limited (incorporated by reference from our Current Report on Form 8-K filed on April 3, 2009)
10.19	Loan Agreement dated March 30, 2009 between Roots Biopack Group Limited and Tayna Environmental Technology Co. Limited (incorporated by reference from our Current Report on Form 8-K filed on April 3, 2009)
10.20	Form of Subscription Agreement between our company and LAU Kin Chung (Gerald Lau), CHENG King Hung (King Cheng), CHAN Kam Fai (Edwin Chan) and CHU Wei Ling Hilary (Hilary Chu) (incorporated by reference from our Current Report on Form 8-K filed on May 30, 2009)

10.21	Consulting Agreement with San Diego Torrey Hills Capital, Inc. (incorporated by reference from our Current Report on Form 8-K filed on October 10, 2009)
10.22	Loan Amendment Agreement with Tayna Environmental Technology Co. Limited (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.23	Demand Promissory Note with Lainey Advisors Inc. dated July 1, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.24	Demand Promissory Note with Creative Mind Assets Limited dated July 1, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.25	Demand Promissory Note with Lainey Advisors Inc. dated July 20, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.26	Demand Promissory Note with Kuo-Hsien Chen dated September 15, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.27	Demand Promissory Note with Creative Mind Assets Limited dated December 31, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.28	Demand Promissory Note with Kuo-Hsien Chen dated December 31, 2009 (incorporated by reference from our Current Report on Form 8-K filed on March 31, 2010)
10.29	Subscription Agreement with Manzanis Business Inc. dated April 8, 2010 (incorporated by reference from our Current Report on Form 8-K filed on April 9, 2010)
10.30	Subscription Agreement with K.A. Erdmann dated May 15, 2010 (incorporated by reference from our Current Report on Form 8-K filed on May 20, 2010)
10.31	Subscription Agreement with Scharfe Holdings Inc. dated May 15, 2010 (incorporated by reference from our Current Report on Form 8-K filed on May 20, 2010)
10.32	Consulting Agreement with San Diego Torrey Hills Capital, Inc. (incorporated by reference from our Current Report on Form 8-K filed on June 12, 2010)
10.33	Subscription Agreement with Keiand Capital Corp. (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2010)
10.34	Promissory Note dated September 1, 2010 with Creative Mind Assets Ltd. (incorporated by reference from our Current Report on Form 8-K filed on September 2, 2010)
10.35	Share Purchase Agreement dated July 9, 2010 between Biopack Environmental Limited and Well Talent Technology Limited (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 12, 2010)
10.36	Loan Agreement dated April 22, 2010 between Biopack Environmental Limited, Well Talent Technology Limited, Gerald Lau (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 12, 2010)
10.37	Loan Agreement dated June 3, 2010 between Biopack Environmental Limited, Well Talent Technology Limited, Gerald Lau (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 12, 2010)

(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10- KSB filed on April 15, 2003)
(21)	Subsidiaries of the Small Business Issuer Roots Biopark Limited Roots Biopack (Intellectual Property) Limited Jiangmen Roots Biopack Ltd. Starmetro Group Limited Biopack Environmental Limited (f/k/a E-ware Corporation Limited)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Gerald Lau
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Sean Webster
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BIOPACK ENVIRONMENTAL SOLUTIONS INC.

By:	/s/ Gerald Lau
Gerald Lau
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 19, 2011

By:	/s/ Sean Webster
Sean Webster
Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
Date: May 19, 2011

Amount due to related parties

LAU Kin Chung, Gerald – Director

Sean Webster – Director