UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

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: September 30, 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 No. 001-34386

CHINA PRINTING & PACKAGING, INC.

(Exact name of small business issuer as specified in its charter)


	Nevada		35-2298521
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Xiangdong Road, Shangsong Village

Baoji City, Fufeng County

Shaanxi Province, The People’s Republic of China 722205

(Address of Principal Executive Offices) (Zip Code)

011 – 86 – 090-7547-1054

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

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 x No o

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


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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

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. The number of shares outstanding of each of the issuer’s classes of common stock as of November 15, 2011 was 51,002,502.

EXPLANATORY NOTE

China Printing & Packaging, Inc., a Nevada corporation (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Form 10-Q/A”), which was originally filed with the Securities and Exchange Commission (“SEC”) on November 18, 2011 (the “Original Form 10-Q”), to restate the financial statements as of September 30, 2011 to reflect the following:

On June 15, 2011, the Company issued a stock dividend with a ratio of 2.5-for-1, whereby each issued and outstanding shares of common stock was divided into 2.5 shares of common stock (the “Stock Dividend”). The numbers of shares and references to per share information presented elsewhere in these financial statements have been adjusted to reflect the result of the Stock Dividend.

On July 11, 2011, Asia Packaging & Printing, Inc. (“APPI”) and Fufeng Jinqiu Printing & Packaging Co., Ltd., (“Jinqiu”) entered into an Equity Transfer Agreement, pursuant to which Jinqiu transferred 68% of the equity interest in Baoji Jinqiu Printing & Packing Co., Ltd., (“Baoji (JV)”) to APPI for a consideration of RMB 6,240,000 and Baoji (JV) became a wholly own subsidiary of APPI (“Equity Transfer”).

Accumulated other comprehensive income, comprehensive income and foreign currency translation adjustment have been restated to translate balance of property, plant and equipment, as well as intangibles for the year ended December 31, 2010. The Company translated these items using historical exchange rates. (reference to note 14 in Consolidated financial statements included in 2011 form 10-K).

The Company is also revising the following disclosure to reflect the Stock Dividend and Equity Transfer:

Part I- Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Form 10-Q/A includes new certifications as exhibits 31.1, 31.2, 32.1 and 32.2 by our principal executive officer and principal financial officer as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the amended disclosures and reclassification described above, the information in this Form 10-Q/A has not been updated to reflect events that occurred after September 30, 2011, the filing date of the Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

TABLE OF CONTENTS

			Page
	PART I
Item 1.	Financial Statements.
		Consolidated Balance Sheets (unaudited and audited)	F-3
		Consolidated Statements of Income and Comprehensive Income (unaudited)	F-4
		Consolidated Statements of Cash Flows (unaudited)	F-5
		Consolidated Statements of Stockholders’ Equity (unaudited)	F-6
		Notes to Consolidated Financial Statements (unaudited)	F-7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.		4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		13
Item 4.	Controls and Procedures.		13
	PART II
Item 1.	Legal Proceedings.		14
Item 1A.	Risk Factors.		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		14
Item 3.	Defaults Upon Senior Securities.		14
Item 4.	(Removed and Reserved).		14
Item 5.	Other Information.		14
Item 6.	Exhibits.		14
SIGNATURES			15

CHINA PRINTING & PACKAGING, INC.

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

F-1

TABLE OF CONTENTS


Consolidated Balance Sheets (unaudited and audited)	F-3

Consolidated Statements of Income and Comprehensive Income (unaudited)	F-4

Consolidated Statements of Cash Flows (unaudited)	F-5

Consolidated Statements of Stockholders’ Equity (unaudited)	F-6

Notes to Consolidated Financial Statements (unaudited)	F-7

F-2

CHINA PRINTING & PACKAGING, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2011		December 31, 2010
	(Unaudited)		(Audited)

ASSETS

Current Assets
Cash	$	2,154,945	$	335,493
Accounts receivable (note 2)		2,690,204		2,317,044
Advances to suppliers		465,974		446,172
Prepaid expenses and deposit paid		1,204		8,297
Inventories (note 4)		122,584		130,847
Total Current Assets		5,434,911		3,237,853

Property and equipment, net (note 5)		1,386,647		1,385,049
Intangible assets, net (note 6)		1,875,985		1,842,161

Total Assets	$	8,697,543	$	6,465,063

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	132,308	$	129,157
Accrued expenses and other payables		431,289		427,510
Customer deposits		57,142		55,270
Income tax payable		221,723		170,856
Due to a director (note 7)		5,553		5,853
Short-term bank loan (note 8)		218,914		532,381
Total Current Liabilities		1,066,929		1,321,027

Long-term bank loans (note 8)		550,413		211,743
Total Liabilities	$	1,617,342	$	1,532,770

Stockholders' Equity
Common stock, $0.001 per value, 75,000,000 share authorized, 51,002,502 shares issued and outstanding at September 30, 2011 and December 31, 2010 (note 10)	$	51,003	$	51,003
Additional paid in capital		799,542		799,542
Statutory reserve (note 11)		2,445,116		1,592,363
Accumulated other comprehensive income		424,302		225,788
Accumulated retained earnings		3,360,238		2,263,597
Total Stockholder's Equity	$	7,080,201	$	4,932,293

Total Liabilities and Stockholder's Equity	$	8,697,543	$	6,465,063

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

F-3

CHINA PRINTING & PACKAGING, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010


Sales	$	2,624,805		$	2,663,705		$	8,138,599		$	5,758,232
Cost of sales		1,573,025			1,713,980			4,946,497			3,666,119
Gross profit		1,051,780			949,725			3,192,102			2,092,113

Selling, general and administrative expense		252,836			148,543			518,093			312,251
Income from operations		798,944			801,182			2,674,009			1,779,862

Interest income		1,543			855			3,035			1,458
Interest expense		(22,587	)		(19,353	)		(67,457	)		(55,995	)
Other income		111			23,646			22,452			23,712
Other expense		(57	)		(4,587	)		(864	)		(5,547	)
Total Other Income (Expense)		(20,990	)		561			(42,834	)		(36,372	)

Income before income taxes		777,954			801,743			2,631,175			1,743,490

Provision for income taxes (note 9)		(221,100	)		(199,871	)		(681,781	)		(443,568	)

Net income	$	556,854			601,872		$	1,949,394			1,299,922

Foreign currency transaction adjustment		70,055			72,456			198,514			89,127

Comprehensive income	$	626,909		$	674,328		$	2,147,908		$	1,389,049


Net income (loss) per common share
Earnings per share - basic and diluted	$	0.01		$	0.01		$	0.04		$	0.03
Weighted average common shares outstanding		51,002,502			50,599,320			51,002,502			50,201,967

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

F-4

CHINA PRINTING & PACKAGING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	1,949,394		$	1,299,922
Adjustments to reconcile net income (loss) to net cash used in operating activities		-
Depreciation		108,692			99,014
Provision for doubtful accounts (written back)		88,719			(72,201	)
Amortization of intangible asset		28,118			-
(Increase) decrease in current assets
Accounts receivables		(404,942	)		(317,994	)
Advances to suppliers		(9,459	)		(412,188	)
Prepaid expenses and other receivables		7,204			(45,473	)
Inventories		14,634			470,458
Increase (decrease) in current liabilities
Accounts payable		357			(218,272	)
Accrued expenses and other payables		(5,771	)		125,520
Customer deposits		600			(110,139	)
Income tax liabilities		46,314			113,073
Amount due to a director		(300	)		294
Amount due from a director		-			7,314
Net cash provided by (used in) operating activities		1,823,560			939,328

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment		(64,901	)		(80,144	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new bank loan		540,631			-
Repayment of short term loan		(540,631	)		(449,990	)
Other short term loan					449,990
Increase in common stock		-			1,013
Net cash provided by financing activities		-			1,013

Effect of exchange rate changes on cash and cash equivalents		60,793			24,416

Net change in cash and cash equivalents		1,819,452			884,613
Cash and cash equivalents, beginning balance		335,493			237,917
Cash and cash equivalents, ending balance	$	2,154,945		$	1,122,530

SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Income tax payments	$	466,838		$	326,809
Interest payments	$	67,457		$	55,995

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

F-5

CHINA PRINTING & PACKAGING, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Description	Common Share		Amount		Additional Paid-in Capital			Other Compre-hensive Income		Statutory Reserves		Retained Earnings			Total Stock-holders' Equity

Balance, December 31, 2009		50,000,000	$	50,000	$	804,809		$	73,617	$	719,368	$	1,397,761		$	3,045,555
Foreign currency translation adjustments		-		-		-			152,171		-		-			152,171
Transfer to statutory reserves		-		-		-			-		872,995		(872,995	)		-
Issuance of stock for merger with China Printing & Packaging, Inc. (note 10)		1,002,502		1,003		(5,267	)		-		-		-			(4,264	)
Income for the year		-		-		-			-		-		1,738,831			1,738,831
Balance, December 31, 2010		51,002,502		51,003		799,542			225,788		1,592,363		2,263,597			4,932,293
Foreign currency translation adjustments		-		-		-			198,514		-		-			198,514
Transfer to statutory reserves		-		-		-			-		852,753		(852,753	)		-
Income for the nine months		-		-		-			-		-		1,949,394			1,949,394
Balance, September 30, 2011		51,002,502	$	51,003	$	799,542		$	424,302	$	2,445,116	$	3,360,238		$	7,080,201

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

F-6

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - ORGANIZATION

China Printing & Packaging, Inc. (Formerly known as USA Therapy, Inc.) (“CHPI” or “the Company”) was incorporated on May 3, 2007 under the Laws of the State of Nevada. Asia Packaging & Printing, Inc. (“APPI”) was incorporated in the United States in Maryland on August 19, 2009. Baoji Jinqiu Printing & Packaging Co., Ltd. (“Baoji”) was originally formed as a joint venture company on April 1, 2010, whereas, APPI holds 32% equity interest in Baoji. The other party which holds the remaining 68% equity interest in Baoji is Fufeng Jinqiu Printing & Packaging Co., Ltd. (“Fufeng”). On July 11, 2011, Baoji was transformed into a wholly owned foreign enterprise under the laws of the People’s Republic of China (the ”PRC”) when APPI acquired Fufeng’s 68% equity interest in Baoji. Since then, Baoji became a wholly owned subsidiary of the Company. Fufeng is a corporation formed under the laws of the PRC. USA Therapy Inc. later on changed name to China Printing & Packaging, Inc. (“CHPI”) on 22 November, 2010.

In April, 2010, APPI, Baoji, Fufeng and the shareholders of Fufeng entered into a series of agreements (the “Agreements”) including Agreements on Entrustment for Operation and Management, Exclusive Option Agreements, Shareholders’ Voting Proxy Agreement and Shares Pledge Agreement (the “Transaction”). According to these Agreements, i) Baoji acquired management control of Fufeng whereby Baoji is entitled to all of the net profits of Fufeng, as a management fee, and is obligated to fund Fufeng’s operations and pays all of its debts; ii) APPI, in addition to its 32% equity interest ownership in Baoji, by virtue of the provisions of Agreements on Entrustment has been entrusted the remaining 68% ownership of Baoji including all management and administration rights on this 68% share interest in Baoji by Fufeng.

The contractual arrangements completed in April, 2010 provide APPI with controlling interest in Fufeng as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”, Section 10-15, “Variable Interest Entities” and SFAS 167, which requires the Company to consolidate the financial statements of Baoji and Fufeng. The Company, as an entity that consolidates a Variable Interest Entity is called the primary beneficiary of the VIE. Accordingly, the Company is the primary beneficiary of Fufeng.

APPI, through its joint venture company, Baoji and exclusive contractual arrangement with Fufeng, is engaged in the business of manufacturing and marketing paper products for the Chinese marketplace.

On August 6, 2010, APPI became a wholly owned subsidiary of the Company through a reverse acquisition. The Company acquired all of the issued and outstanding capital stock of APPI pursuant to the Share Exchange Agreement dated August 6, 2010 by and among Kathy Kestler, Todd Bauman, Asia Packaging & Printing, Inc., the Shareholders of APPI (the “APPI Shareholders”), Baoji Jinqiu Printing & Packaging Co., Ltd. (“Baoji”), and Fufeng Jinqiu Printing & Packaging Co., Ltd. ("Fufeng"). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the capital stock and ownership interests of APPI in exchange for 50,000,000 newly-issued shares of the Company’s common stock, and Kathy Kestler and Todd Bauman, the controlling shareholders and outgoing directors and officers, agreed to cancel an aggregate of 50,000,000 shares of the Company’s common stock.

Prior to the acquisition of APPI, CHPI was a non-operating public shell. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered as capital transaction, rather than a business combination. Accordingly, for accounting purposes, the transaction was treated as a reverse acquisition and recapitalization, and pro-forma information is not presented.

F-7

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements present the Company and its subsidiaries on a historical basis.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company adopted the new accounting guidance (“Codification”) on July 1, 2009. For the nine months ended September 30, 2011, all references for periods subsequent to July 1, 2009 are based on the codification. The Company's functional currency is the Chinese Renminbi; however the accompanying consolidated financial statements have been translated and presented in the United States Dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiary and variable interest entity (“VIE”) for which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation. An enterprise should consolidate a VIE if it has variable interests that provide it with a controlling financial interest as evidenced by (a) the power to direct the activities of the VIE that most significantly impact its economic performance and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

Translation Adjustment

As of September 30, 2011 and December 31, 2010, the accounts of the Company were maintained, and its financial statements were expressed, in Chinese Yuan Renminbi (“CNY”). Such financial statements were translated into U.S. Dollars (“USD”) in accordance with the Foreign Currency Matters Topic of the Codification, with the CNY as the functional currency. According to the Codification, all assets and liabilities were translated at the current exchange rate, stockholders’ equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification, as a component of shareholders’ equity. Transaction gains and losses are reflected in the income statement.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the nine months and three months ended September 30, 2011 and 2010 included net income and foreign currency translation adjustments.

F-8

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED )

Risks and Uncertainties

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There were no contingencies of this type as of September 30, 2011 and December 31, 2010.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There were no contingencies of this type as of September 30, 2011 and December 31, 2010.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collation trend. Allowances for doubtful accounts as of September 30, 2011 and December 31, 2010 were $193,379 and $98,477 respectively.

F-9

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED )

Inventories

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. The Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower.

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Buildings	30 years
Machinery	10 years
Vehicles	8 years
Office equipment	5 years
Others	5 years

Intangible Assets

Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging for fifty years. Management evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. At September 30, 2011, the Company has intangible assets in the nature of land use right. No impairments of intangible assets have been identified during the current period presented. Land use right is subject to amortization with estimated lives as follows:

Land use right 50 years (expiring in 2060)

Land in PRC China is not freely transferable. However the right to use land could be transferred by the local Government to users. The Company acquired the land use right for its factory premises from the former owner of the same land use right at the end of the 2010.

Long-Lived Assets

The Property, Plant and Equipment Topic of the Codification addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes previous accounting guidance, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of September 30, 2011, there were no impairments of its long-lived assets.

F-10

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Financial Instrument Topic of the Codification requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the consolidated balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value. The carrying amounts of long-term bank loans are considered to be representative of their fair values.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting bulletin (“SAB”) 104 (codified in FASB ASC Topic 605). Sales revenue is recognized at the completion of delivery to customers when a formal arrangement exists, the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured at the date of completion of delivery. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred. For the nine months ended September 30, 2011 and 2010, the Company incurred advertising expenses of $4,581 and $3,399 respectively. For the three months ended September 30, 2011 and 2010, the Company incurred advertising expenses of $3,734 and $10 respectively.

Shipping and handling costs

Shipping and handling costs consist primarily of transportation charges for delivery of goods to customers and are included in selling, general and administrative expenses. The Company expenses all shipping costs when they are incurred. For the nine months ended September 30, 2011 and 2010, the Company incurred transportation charges of $57,542 and $54,642 respectively. For the three months ended September 30, 2011 and 2010, the Company incurred transportation charges of $20,091 and $19,173 respectively.

Income Taxes

The Company utilizes the accounting standards (“SFAS”) No. 109, “Accounting for Income Taxes,” codified in Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 740 which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”), codified in FASB ASC Topic 740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

F-11

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The adoption of FIN 48 did not have a material impact on the Company’s financial statements. At September 30, 2011 and December 31, 2010, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

It is the Company’s intention to permanently reinvest earnings from activity with China. And thereby indefinitely postpone repatriation of these funds to the US. Accordingly, no domestic deferred income tax provision has been made for US income tax which could result from paying dividend to the Company.

There were no deferred tax differences at September 30, 2011 and December 31, 2010

Statement of Cash Flows

In accordance with SFAS 95 “Statement of Cash Flows”, codified in FASB ASC Topic 230, cash flows from the Company’s operations are based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Basic and Diluted Earnings per Share

Earnings per share are calculated in accordance with FASB ASC Topic 260, “Earnings per Share”. Basic earnings per share are based upon the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and advances to suppliers arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has been developing a diversified customer base located in China even though at present, there is a high concentration on a few customers as more fully explained in note 15 hereof. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

F-12

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Reporting

SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, included in the Codification as ASC 280, Segment Reporting, requires use of the management approach model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends the current fair value measurement and disclosure guidance of ASC Topic 820, Fair Value Measurement, to include increased transparency around valuation inputs and investment categorization. The guidance provided in ASU No. 2011-04 is effective prospectively for interim and annual periods beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a material impact on its consolidated statements of income and balance sheets.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Instead, ASU 2011-05 requires entities to report all non-owner changes in stockholders’ equity in either a single continuous statement of comprehensive income, or in two separate, but consecutive statements. ASU 2011-05 does not change the items that must be reported in other comprehensive income, or when an item must be reclassified to net income. ASU 2011-05 requires retrospective application and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Other than the presentational changes that will be required by ASU 2011-05, the adoption of ASU 2011-05 is not expected to have any impact on its consolidated financial statements.

In September 2011, the FASB has issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company has not yet determined the impact of the adoption of ASU 2011-08 on its consolidated financial statements.

Note 3 - COMPENSATED ABSENCES

Regulation 45 of the local labor laws of the People’s Republic of China (“PRC”) entitles employees to annual vacation leave after 1 year of service. In general, all leave must be utilized annually, with proper notification. Any unused leave is cancelled.

F-13

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4 - INVENTORIES

As of September 30, 2011 and December 31, 2010, inventories consist of the following:

	9/30/2011		12/31/2010
Raw materials	$	86,332	$	88,975
Work-in-progress		-		2,017
Finished goods		36,252		39,855
Total	$	122,584	$	130,847

Since 2010, the Company has changed its raw materials procurement policy. Instead of stocking inventory of raw materials at the Company’s warehouse, the Company orders raw materials on a just in time production basis by placing advances to suppliers. This policy has been in place with no change up to now. As a result, at September 30, 2011, advances to suppliers, inventories and accounts payable were respectively stated at $465,947 (12/31/2010: $446,172), $122,584 (12/31/2010: $130,847) and $132,308 (12/31/2010: $129,157).

Note 5 – PROPERTY, PLANT & EQUIPMENT

As of September 30, 2011 and December 31, 2010 Property, Plant & Equipment consist of the following:

	9/30/2011			12/31/2010
Buildings	$	788,988		$	701,858
Machinery		1,135,176			1,097,988
Vehicles		107,270			103,756
Office equipment		18,691			16,377
Others		1,942			1,877
Total	$	2,052,067		$	1,921,856
Accumulated depreciation		(665,420	)		(536,807	)
	$	1,386,647		$	1,385,049

Depreciation expense for the nine months ended September 30, 2011 and 2010 was $108,692 and $99,014, respectively.

Depreciation expense for the three months ended September 30, 2011 and 2010 was $36,685 and $34,254, respectively.

Note 6 – INTANGIBLE ASSETS

The components of finite-lived intangible assets are as follows:

		9/30/2011			12/31/2010
Land use right	$	1,904,553		$	1,842,161
Less : Accumulated amortization		(28,568	)		-
	$	1,875,985		$	1,842,161

F-14

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6 – INTANGIBLE ASSETS (CONTINUED)

Amortization expense for the nine months ended September 30, 2011 and 2010 was $28,118 and $nil, respectively. Amortization expense for the three months ended September 30, 2011 and 2010 was $9,496 and $nil, respectively.

The estimated future annual amortization expenses related to land use right as of September 30, 2011 are as follows:

2011			9,523
2012			38,091
2013			38,091
2014			38,091
2015			38,091
Thereafter			1,714,098

Note 7 - DUE TO A DIRECTOR

The Company has a payable due to a director. As of September 30, 2011 and December 31, 2010, due to a director was $5,553 and $5,853, respectively.

Note 8 – BANK LOANS

As of September 30, 2011 and December 31, 2010, the Company had debts in the nature of bank loans repayable in the currency of Chinese Yuan Renminbi (“CNY”), that are used by the Company for working capital, as follows:

	9/30/2011			12/31/2010
Shaanxi Rural Credit Union	$	444,083	Shaanxi Rural Credit Union	$	429,535
Terms of the loan call for interest 0.96% per month, with principal due in June 2014			Terms of the loan call for interest 0.78% per month, with principal due in May 2011

Shaanxi Rural Credit Union		106,330	Shaanxi Rural Credit Union		102,846
Term of these loans called for interest 0.96% per month, with principal due in March 2014			Term of the loan called for interest 0.96% per month, with principal due in March 2011

Shaanxi Rural Credit Union		218,914	Shaanxi Rural Credit Union		211,743
Term of these loans called for interest 0.9% per month, with principal due in June 2012			Term of the loan called for interest 0.9% per month, with principal due in June 2012

Total	$	769,327		$	744,124
Less current portion	$	218,914		$	532,381
Non-current portion	$	550,413		$	211,743

F-15

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 9 - INCOME TAXES

The Company operates in more than one jurisdiction with the main operations conducted in PRC and virtually no activities in USA with complex regulatory environments subject to different interpretations by the taxpayer and the respective governmental taxing authorities. The Company evaluates its tax positions and establishes liabilities, if required.

The provision for income taxes consists of the following:

	Three Months Ended Sept 30,				Nine Months Ended Sept 30,
	2011		2010		2011		2010

Current :	$	-	$	-	$	-	$	-
Domestic		-		-		-		-
Foreign		221,100		199,871		681,781		443,568
Provision for income taxes	$	221,100	$	199,871	$	681,781	$	443,568

The reconciliation of USA statutory income tax rate to the Company’s effective income tax rate is as follows:

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2011			2010			2011			2010

Income tax at USA statutory rate (34%)	$	264,504		$	272,593		$	894,599		$	592,787
State tax, net of federal effect		-			-			-			-
Foreign rate differential		(70,015	)		(72,157	)		(236,806	)		(156,914	)
Other		26,611			(565	)		23,988			7,695
Provision for income taxes	$	221,100		$	199,871		$	681,781		$	443,568

Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) through December 31, 2007 is at a statutory rate of 33%, which is comprised of 30% national income tax and 3% local income tax. As from January 1, 2008 onwards, the EIT is at a statutory rate of 25%.

Provision for income taxes for the three months and nine months ended September 30, 2011 and 2010 consists entirely of current taxes for the operations in PRC. There were no deferred tax differences in both periods.

Deferred U.S. income taxes have not been provided on the undistributed income of the Company’s foreign subsidiaries because the Company does not plan to initiate any action that would require the payment of U.S. income taxes.

Uncertain Tax Positions

Interest associated with unrecognized tax benefits are classified as income tax and penalties in setting, general and administrative expenses in the statements of income and comprehensive income.

For the three months and nine months ended September 30, 2011 and 2010, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company has not received any notice of examination by the tax authority in PRC wherein the Company’s operations are carried out, but the tax authority in PRC has the right to examine the Company’s tax position in all past years.

F-16

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 10 - COMMON STOCK AND ADDITIONAL PAID IN CAPITAL

On June 15, 2011, the Company issued a stock dividend with a ratio of 2.5-for-1, whereby each issued and outstanding shares of common stock was divided into 2.5 shares of common stock (the “Stock Dividend”). The number of shares, and references to per share information presented elsewhere in these consolidated financial statements have been adjusted to reflect the result of the Stock Dividend.

As detailed in note 1, on August 6, 2010, APPI became a wholly-owned subsidiary of USA Therapy Inc., (“USAT”) through issuance of 50,000,000 new shares of par value of USD0.001 of USAT. For accounting purpose, this transaction was treated as capital transaction or reverse acquisition on the basis that APPI is the accounting acquirer. For the re-capitalization, APPI’s equity accounts are restated based on the ratio of the exchange of 50,000,000 USAT shares for 16,620,000 APPI’s shares. As the par value of each share of USAT and APPI are USD0.001 and USD0.0001 respectively, the difference in capital of USD 18,338 arising from this re-capitalization is reallocated to and is included in additional paid-in capital account and represents part of the balance at December 31, 2008 of that account. The original 401,000 USAT shares held by the original shareholders of USAT immediately prior to the reverse acquisition are considered as shares issued in consideration for acquisition of the assets and liabilities of USAT immediately prior to the reverse acquisition. This resulted in $1,013 cash inflow to the Company which represents the cash held by USAT.

The difference of the acquisition consideration of $1,003 to the amount of net deficit of assets acquired on reverse acquisition of $4,264 resulted in a total deficit of $5,267 is recorded as movement in the year 2010 in the additional paid-in capital account.

Note 11 - STATUTORY RESERVES

In accordance with the laws and regulations of the PRC, Fufeng, the VIE’s annual income, after the payment of the PRC income taxes, shall be partly allocated to the Statutory Reserve Funds. The allocation is 10 percent of income after tax and the cumulative allocations are not to exceed 50 percent of registered capital. However voluntary allocations to Statutory Reserve Funds are not prohibited. These reserve funds are not transferable by the Company in the form of cash dividends, loans or advances. These reserve funds are therefore not available for distribution except in liquidation. As of September 30, 2011 and December 31, 2010, the Company had allocated $2,445,116 (inclusive of voluntary transfers to reserves of $1,987,062) and $1,592,363 (inclusive of voluntary transfers to reserves of $1,207,175), respectively, to these non-distributable reserve funds.

Note 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other comprehensive income, included in stockholders’ equity, at September 30, 2011 and December 31, 2010, are as follows:

	Foreign Currency Translation Adjustment		Accumulated Other Comprehensive Income
Balance at December 31, 2009	$	73,617		73,617
Change for 2010		152,171		152,171
Balance at December 31, 2010		225,788		225,788
Change for 2011 Q1		32,993		32,993
Balance at March 31, 2011		258,781		258,781
Change for 2011 Q2		95,466		95,466
Balance at June 30, 2011		354,247		354,247
Change for 2011 Q3		70,055		70,055
Balance at September 30, 2011	$	424,302	$	424,302

F-17

CHINA PRINTING & PACKAGING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 13 - SEGMENT INFORMATION

For the three months and nine months ended September 30, 2011 and 2010, all revenues of the Company represented the sales of paper products. No financial information by business segment is presented. Furthermore, as all revenues are derived from the PRC, no geographic information by geographical segment is presented. All tangible and intangible assets are located in the PRC. The Company operates in only one reportable segment.

Note 14 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC's economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 15 - MAJOR CUSTOMERS AND CREDIT RISK

One customer accounted for 11% of accounts receivable at September 30, 2011, and at December 31, 2010, two customers each accounted for more than 10% of accounts receivable, totaling 70%. Two vendors each accounted for more than 10% of accounts payable, totaling 24% at September 30, 2011; at December 31, 2010, one vendor accounted for 35% of accounts payable.

One customer accounted for 12% of sales amount for the three months ended September 30, 2011, Two customers each accounted for more than 10% of sales amount, totaling 55% (the two customers individually accounted for 28% and 27%of sales respectively). One vendor supplied 11% of purchases for the three months ended September 30, 2011; for the three months ended September 30, 2010, four vendors accounted for 78% of purchases.

No customer accounted for 10% of sales amount for the nine months ended September 30, 2011, and, for the nine months ended September 30, 2010, one customer accounted for 12% of sales amount. Two vendors supplied 22% of purchases for the nine months ended September 30, 2011, for the nine months ended September 30, 2010, two vendors accounted for 51% of purchases.

Note 16 - SUBSEQUENT EVENTS

For the three months ended September 30, 2011, the Company has evaluated subsequent events for potential recognition and disclosure. No significant events occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our consolidated financial statements.

F-18

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events .” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition.

Our discussion and analysis of our financial condition and results of operations are based upon the unaudited consolidated financial statements of Asia Printing and Packaging, Inc. (“APPI”), our wholly owned subsidiary, for the quarters ended September 30, 2011 and 2010, both of which have been prepared in accordance with accounting principles generally accepted in the United States. Through various contractual arrangements completed on April 22, 2010, APPI has a controlling interest in Baoji Jinqiu Printing & Packing Co., Ltd., (“Baoji (JV)”) and Fufeng Jinqiu Printing & Packaging Co., Ltd., (“Jinqiu”) and therefore, we are required to consolidate Baoji (JV) and Jinqiu's financial statements and ultimately consolidate them with the financial statements of APPI. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported, amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments are outlined below in “Critical Accounting Policies.”

Background of China Printing & Packaging, Inc. and Corporate Structure

China Printing & Packaging, Inc. (the “Company”) was incorporated on May 3, 2007 in the State of Nevada under the name USA Therapy, Inc.

Prior to August 6, 2010, the Company was a development stage company with no revenue or profits. The Company’s initial business plan was to serve as a provider of short to long-term, screened, qualified and licensed therapists (including, but not limited to, physical, occupational and speech therapists) for hospitals, nursing homes, board and care facilities and other similar community resources. The Company also owned USA Estate Plans, LLC, a wholly owned subsidiary of the Company, which was dissolved pursuant to a unanimous written consent of the members of USA Estate Plans, LLC on March 5, 2011.

On August 6, 2010, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with APPI, a Maryland corporation, and as a result, the Company adopted the business of Jinqiu.

In light of the our acquisition of Jinqiu, which is engaged in the business of manufacturing, marketing and sales of containerboard boxes and cartons, we decided to change the name of the Company from “USA Therapy, Inc.” to “China Printing & Packaging, Inc.” (the “Name Change”). On September 20, 2010 the board of directors unanimously authorized the Name Change, and the majority shareholders of the Company’s common stock ratified the board of directors’ written consent and further authorized the Name Change by written consent of the majority shareholders. The name change became effective on September 20, 2010.

Background of Jinqiu.

Jinqiu was incorporated in the PRC on August 19, 2003, and is our operating company. Jinqiu is in the business of manufacturing, marketing and sales of containerboard boxes and cartons in PRC.

APPI was incorporated in Maryland on August 21, 2009. Baoji (JV), an entity that is controlled by APPI, is a “joint venture” enterprise incorporated in the PRC on April 1, 2010.

Under the laws of the PRC, certain restrictions are placed on round trip investments, which are defined under PRC law as an acquisition of a PRC entity by an offshore special purpose vehicle owned by one or more PRC residents.

To comply with these restrictions, APPI acquired control of Baoji (JV) by establishing Baoji (JV) as a joint venture, whereby APPI directly owns a minority equity interest, or 32%, in Baoji (JV), and Jinqiu, our operating entity, owns the remaining 68%. APPI subsequently entered into a series of agreements with Jinqiu which we believe give us effective control over the business of Baoji (JV) despite our current minority ownership in Baoji (JV). These agreements are described in more detail below.

Similarly, APPI indirectly controls Jinqiu, our operating entity, via a number of contractual arrangements between Baoji (JV) and Jinqiu. These agreements are described in more detail below. Bao Dian & Partners, our PRC counsel, has advised us that in their opinion all of the Management Entrustment Agreements and Option Agreements described below are legal and enforceable under PRC law. Through these contractual arrangements, we have the ability to substantially influence these companies’ daily operations and financial affairs, appoint their senior executives and approve all matters requiring stockholder approval. As a result of these contractual arrangements, which enable us to control Jinqiu and operate our business in the PRC through Jinqiu, we are considered the primary beneficiary of Jinqiu.

Control of Baoji (JV)

On April 22, 2010, Jinqiu, Baoji (JV) and APPI entered into a Management Entrustment Agreement. Pursuant to the Agreement, Jinqiu agrees to exclusively entrust the operation and management of Baoji (JV) to APPI. Under the agreement, APPI manages the operations and assets of Baoji (JV), is entitled to 100% of earnings of Baoji (JV) as a management fee, controls all of the cash flows of Baoji (JV) through a bank account controlled by APPI, manages recruitment and professional training of the management staff of Baoji (JV), chooses distributors for the sales of the products manufactured by Jinqiu, and is obligated to pay all payables and loan payments of Baoji (JV). In addition, under the terms of the Management Entrustment Agreement, APPI has been granted certain rights which include, in part, the right to appoint members of Baoji (JV) Board of Directors, hire management and administrative personnel and control decisions relating to entering and performing customer contracts and other instruments. The agreement does not terminate unless the business of Baoji (JV) is terminated or APPI exercises its option to acquire all of the assets or equity of Baoji (JV) under the terms of the Exclusive Option Agreement as described herein.

In order for Baoji (JV) to become a wholly owned subsidiary of APPI under PRC law, on April 22, 2010, APPI, Jinqiu and Baoji (JV) entered into an Exclusive Option Agreement whereby Jinqiu granted APPI an irrevocable and exclusive purchase option to acquire all or part of the assets or equity of Baoji (JV) currently owned by Jinqiu. The option may be exercised for up to $100 and pursuant to such arrangements as may be determined by APPI, provided that the exercise will not violate any PRC laws or regulations in effect at the time.

In order to comply with restrictions placed on foreign exchange in the PRC, APPI opted not to exercise its right under the Baoji Option Agreement. On July 11, 2011, APPI and Jinqiu entered into an Equity Transfer Agreement, pursuant to which Jinqiu transferred 68% of the equity interest in Baoji (JV) to APPI for a consideration of RMB 6,240,000 and Baoji (JV) became a wholly own subsidiary of APPI.

Control of Jinqiu

On April 22, 2010, Baoji (JV) entered into a Management Entrustment Agreement with Jinqiu and the shareholders of Jinqiu, in which Jinqiu and its shareholders agreed to transfer control or entrust the operations and management of its business to Baoji (JV). Under the agreement, Baoji (JV) manages the operations and assets of Jinqiu, controls all of the cash flows of Jinqiu through a bank account controlled by Baoji (JV), is entitled to 100% of earnings of Jinqiu as a management fee, manages recruitment and professional training of the management staff of Jinqiu, chooses distributors for the sales of the products manufactured by Jinqiu, and is obligated to pay all payables and loan payments of Jinqiu. In addition, under the terms of the Management Entrustment Agreement, Baoji (JV) has been granted certain rights which include, in part, the right to appoint and terminate members of Jinqiu’s Board of Directors, hire management and administrative personnel and control decisions relating to entering and performing customer contracts and other instruments. The Management Entrustment Agreement does not terminate unless the business of Jinqiu is terminated or Baoji (JV) exercises its option to acquire all of the assets or equity of Jinqiu under the terms of the Exclusive Option Agreement as more fully described below.

In order to enable Jinqiu to become an indirectly wholly owned subsidiary of Baoji (JV) when permitted under PRC law, Baoji (JV), Jinqiu and the Jinqiu shareholders entered into an Exclusive Option Agreement whereby the Jinqiu shareholders granted Baoji (JV) an irrevocable and exclusive purchase option to acquire Jinqiu equity and/or remaining assets, but only to the extent that the acquisition does not violate limitations imposed by PRC law on such transactions. The option may be exercised for up to $100 and pursuant to such arrangements as may be determined by Baoji (JV), provided that the exercise will not violate any PRC laws or regulations in effect at the time. Accordingly, we will consider exercising the option under such circumstances we believe will be in ours and our shareholders' best interest. The Exclusive Option Agreement has been drafted to give us such flexibility. In considering whether or not we will exercise the options, we may consider such factors as (1) if the exercise price can be lower than the appraised value under current PRC law (2) availability of funds, (3) any relevant tax considerations at the time, (4) any other relevant PRC laws that may exist at the time, (5) the value of our shares that were previously paid to shareholders of Jinqiu, and (6) whether or not the exercise of the option will provide any other additional benefits to us or our shareholders. Upon exercise of the option, the parties will prepare transfer documents to be submitted for governmental approval and work together to obtain all approvals and permits. The Exclusive Option Agreement may be terminated by either agreement of all parties or by 30 days’ notice.

The consolidated financial statements include the accounts of the Company, Baoji (JV), and Jinqiu, the Company’s variable interest entities (“VIEs”), for which the Company is the primary beneficiary. A primary beneficiary is the enterprise that consolidates a VIE. All inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted ASC810 and SFAS 167, which require a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

Although we have only 32% equity ownership interest in Baoji (JV), through the Management Entrustment Agreement between Jinqiu, Baoji and APPI, we are entitled to manage the operations of Baoji (JV), manage and dispose of its assets, nominate officers and directors, make decisions as to the use of funds and manage cash flows and receive a management fee equal to 100% of earnings before tax of Baoji (JV) and we are obligated to pay all of its debts. As a result, we are allowed to consolidate the financial statements of Baoji (JV) under United States GAAP ("U.S. GAAP").

Likewise, although we have no equity ownership interest in Jinqiu, through Baoji (JV), we are entitled to manage the operations of Jinqiu, manage and dispose of its assets, nominate officers and directors, make decisions as to the use of funds and manage cash flows and receive a management fee equal to 100% of earnings before tax of Jinqiu. We also are obligated to pay all of its debts. As a result, we are allowed to consolidate the financial statements of Jinqiu under GAAP. When we sell our equity or borrow funds, we expect the proceeds will be forwarded to Jinqiu and accounted for as a loan to Jinqiu and eliminated during consolidation. We may also use the proceeds to repurchase our capital stock or for our corporate overhead expenses. If we borrow funds, we expect to be the primary obligor on any debt.

Thus, by causing our subsidiary APPI to enter into a Management Entrustment Agreement and Exclusive Option Agreement with Baoji (JV), and by causing Baoji (JV) to enter into a Management Entrustment Agreement and Exclusive Option Agreement with Jinqiu, we are permitted to consolidate the financial results of Baoji (JV) and Jinqiu as our VIEs.

Critical Accounting Policies

Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results. For a detailed discussion of the application of these and other accounting policies, refer to the individual Notes to the Financial Statements for the quarters ended September 30, 2011 and 2010.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, APPI, and Baoji (JV) and Jinqiu, the VIEs for which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation. In accordance with FASB ASC 810 “consolidation” and SFAS 167, the Company is required to consolidate a VIE if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

In determining that Jinqiu is the VIE of Baoji (JV), the Company considered the following indicators, among others:

●

Baoji (JV) has the full right to control and administer the financial affairs and daily operation of Jinqiu and has the right to manage and control all assets of Jinqiu. The equity holders of Jinqiu as a group have no right to make any decisions about Jinqiu activities without the consent of Baoji (JV).

●

Baoji (JV) was assigned all voting rights of Jinqiu and has the right to appoint all directors and senior management personnel of Jinqiu. The equity holders of Jinqiu possess no substantive voting rights.

●

Baoji (JV) should be paid a management fee equal to 100% of the earnings before tax of Jinqiu and should assume all operation risks of Jinqiu and bear all losses of Jinqiu. Therefore, Baoji (JV) is the primary beneficiary of Jinqiu.

Jinqiu is wholly owned by the majority shareholders of the Company. Under various contractual agreements, the shareholders of Jinqiu are required to transfer their ownership to the Company’s subsidiary in China when permitted by PRC laws and regulations or to designees of the Company at any time when the Company considers it is necessary to acquire Jinqiu.

In determining that Baoji (JV) is the VIE of APPI, the Company considered the following indicators, among others:

●

APPI has the full right to control and administer the financial affairs and daily operation of Baoji (JV) and has the right to manage and control all assets of Baoji (JV). The equity holders of Baoji (JV) as a group have no right to make any decisions about Baoji (JV) activities without the consent of APPI.

●

APPI was assigned all voting rights of Baoji (JV) and has the right to appoint all directors and senior management personnel of Baoji (JV). The equity holders of Baoji (JV) possess no substantive voting rights.

●

APPI should be paid a management fee equal to 100% of the earnings before tax of Baoji (JV) and should assume all operation risks of Baoji (JV) and bear all losses of Baoji (JV). Therefore, APPI is the primary beneficiary of Baoji (JV).

Foreign Currency

The Company’s reporting currency is the U.S. Dollar. The Company’s operation in the PRC uses Chinese Renminbi (RMB) as its functional currency. The financial statements of the subsidiary are translated into U.S. Dollars (USD) in accordance with the Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Currency Translation.” According to SFAS No. 52, all assets and liabilities were translated at the current exchange rate, stockholders’ equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income,” as a component of shareholders’ equity. Foreign exchange transaction gains and losses are reflected in the income statement. For the three months ended September 30, 2011 and 2010, the foreign currency translation adjustments to the Company’s comprehensive income were $70,055 and $72,456 respectively. For the nine months ended September 30, 2011 and 2010, the foreign currency translation adjustment to the Company’s comprehensive income was $198,514 and $89,127 respectively.

Use of Estimates

Recently Issued Accounting Standards

For a discussion of the adoption and potential impact of recently issued accounting standards, refer to the Recent Accounting Pronouncements section of Note 2, “Summary of Significant Accounting Policies,” in the Notes to Interim and Annual Financial Statements.

Results of Operation for the Three Months Ended September 30, 2011

Revenue

For the three months ended September 30, 2011 and 2010, revenue remained relatively unchanged at about $2.6 million. However, for the three months ended September 30, 2011, we experienced a slight decrease in sales to instant noodles and ceramic manufacturers. These decreases were offset by the appreciation of Chinese Yuen against US Dollars.

Costs of Sales

Cost of sales decreased to $1,573,025 for the three months ended September 30, 2011, representing a decrease of $140,955, or approximately 8%, compared with $1,713,980 for the same period of 2010. The decrease in cost of sales for the quarter was a direct result of a decrease in sales during the three months ended September 30, 2011.

Gross Profit

Gross profit of $1,051,780 approximately 40% to $2,624,805 during the three months ended September 30, 2011, as compared to $949,725 during the three months ended September 30, 2010. Our gross profit margin rose approximately 5% from 35% during the three months ended September 30, 2010 to approximately 40% as of the same period in 2011. This increase was mainly attributable to an increase in the unit price of our products, which was greater than the increase in the cost of raw materials used to produce our products.

Income from Operations

Operating income decreased less than 1% to $798,944 during the three months ended September 30, 2011, as compared with $801,182 during the three months ended September 30, 2010. The decrease was primarily a result of the decrease in net sales during the three months ended September 30, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $252,836 during the three months ended September 30, 2011, as compared to $148,543 for the same period in 2010. This increase was primarily due to the increase in legal and professional fees, fees related to our forward stock split, and staff salary during the three months ended September 30, 2011.

Other Expenses

Total other expenses represent the excess of other expense and interest expense over the aggregate of interest income and other income. During the three months ended September 30, 2011, total other expenses increased approximately to $20,990 from $561 in income during the three months ended September 30, 2010.

Net Income

Net income was $556,854 for the three months ended September 30, 2011, a decrease of approximately 8% from $601,872 for the three months ended September 30, 2010. This decrease is primarily attributable to a decrease in net sales. Our net profit margin fell approximately1% from 22% for the three months ended September 30, 2010 to approximately 21% for the three months ended September 30, 2011. This decrease was due to an increase in total other expenses of $21,551 for the three months ended September 30, 2011.

Results of Operations for the Nine Months Ended September 30, 2011 as Compared to the Nine Months Ended September 30, 2010

Revenue

In the nine months ended September 30, 2011, revenue was $8,138,599, an increase of approximately 41% as compared with $5,758,232 in the comparative nine months in fiscal 2010. This increase was primarily due to the Company’s entrance into the ceramics industry in Baoji. During 2010, the Company acquired approximately 30 new customers in the ceramics industry and the sales of containerboard products to the ceramics industry.

Cost of Sales

Cost of sales increased to $4,946,497 for the nine months ended September 30, 2011, representing an increase of $1,280,378, or approximately 35%, compared with $3,666,119 for the same period in 2010. The increase in cost of sales for the period was a direct result of the increase in sales in the nine months ended September 30, 2011.

Gross Profit

Gross profit increased approximately 53% to $3,192,102 for the nine months ended September 30, 2011, as compared to $2,092,113 for the nine months ended September 30, 2010. The gross profit margin rose approximately 3% from 36% for the nine months ended September 30, 2010 to approximately 39% for the same period in 2011. This increase was mainly due to an increase in the unit price of our products and offset by the increase in the cost of raw materials used in production.

Income from Operations

Operating income increased approximately 50% to $2,674,009 for the nine months ended September 30, 2011, as compared with $1,779,862 for the nine months ended September 30, 2010. The increase was primarily a result of the increase in net sales during the nine months ended September 30, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $518,093 for the nine months ended September 30, 2011, an increase of approximately 65% as compared to $312,251 for the same period in 2010. This increase was primarily due to increased legal and professional fees, fees related to our forward stock split, and staff salary in the nine months ended September 30, 2011.

Other Expenses

Total other expenses represent the excess of other expense and interest expense over the aggregate of interest income and other income. During the nine months ended September 30, 2011, total other expenses increased approximately18% to $42,834 from $36,372 during the nine months ended September 30, 2010.

Net Income

Net income was $1,949,394 for the nine months ended September 30, 2011, an increase of approximately 50% from $1,299,922 for the nine months ended September 30, 2010. This increase is primarily attributable to an increase in net sales as the Company entered into the ceramics industry in Baoji. This increase in sales to the ceramic industry was the main reason why total sales increased significantly in the nine months ended September 30, 2011 as compared to the same period in 2010. Our net profit margin rose approximately 2% from 22% for the nine months ended September 30, 2010 to approximately 24% for the nine months ended September 30, 2011. This increase was due to the increase in unit selling price.

Liquidity and Capital Resources

Quarter Ended September 30, 2011

Cash and Cash Equivalent

As at September 30, 2011, cash and cash equivalents were $2,154,945 compared to $335,943 as at December 31, 2010. We believe our existing cash and cash equivalents will be sufficient to maintain our operations at the present level for the next twelve months.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $1,823,560 for the nine months ended September 30, 2011. This was primarily due to a net income of $1,949,394, adjusted by non-cash related expenses including a provision for doubtful accounts of $88,719, depreciation of $108,692, amortization of intangible asset of $28,118 and a net increase in working capital items of $351,363. The net increase in working capital items was mainly due to an increase in accounts receivable, which is a result of the increase in revenue during the period ended September 30, 2011, as well as an increase in advances to suppliers and accounts payable. Accrued expenses and other payables and amount due to a director all decreased. The net increase in working capital items was partially offset by a decrease in prepaid expenses and other receivables, inventories and an increase in income tax liability.

Net cash provided by operating activities was $939,328 for the nine months ended September 30, 2010. This was primarily due to the net income of $1,299,922, adjusted by non-cash related expenses of depreciation of $99,014 and provision for doubtful accounts written off of $72,201, offset by a net decrease in working capital items of $387,407. The net decrease in working capital items was mainly due to the increase in advances to suppliers, increase in receivables and inventory, and the decrease in accounts payable and customer deposits. The net decrease in working capital items was partially offset by the decrease in inventory and an amount due from a director.

Net Cash Used in Investing Activities

Net cash used in investing activities was $64,901 for the nine months ended September 30, 2011, representing the addition of property and equipment. Net cash flow in investing activities was $80,144 for the nine months ended September 30, 2010 representing the addition of property and equipment.

Net Cash Provided by Financing Activities

There was $540,631 in proceeds from a new bank loan, which was used to repay a short term loan of $540,631 resulting in net cash provided by financing activities for the nine months ended September 30, 2011 to be $nil. In the comparative period of 2010, $449,990 in net cash was provided which represented the proceeds from other short term loans, which was used to repay another short term loan.

Contractual Obligations

On May 29, 2006, Jinqiu entered into a loan agreement with the Rural Credit Union of Shaanxi Province, Shangsong Branch, for a loan in the amount of RMB 2,840,000. The loan carried a 0.78% interest rate per month. The loan ran for five years, starting May 30, 2006, and was repaid in full on the maturity date of May 30, 2011.

On June 23, 2009, Jinqiu entered into a loan agreement with the Rural Credit Union of Shaanxi Province, Shangsong Branch, for a loan in the amount of RMB 1,400,000 (or $218,914 as of September 30, 2011). The loan carries a 0.9% interest rate per month. The loan runs for three years, starting June 23, 2009, and is payable on the maturity date of June 22, 2012.

On June 8, 2010, Jinqiu entered into a loan agreement with the Rural Credit Union of Shaanxi Province, Shangsong Branch, for a loan in the amount of RMB 2,840,000 (or $444,083 as of September 30, 2011). The loan carries a 0.96% interest rate per month. The loan runs for three years, starting June 8, 2011, and is payable on the maturity date of June 8, 2014.

On March 13, 2011, Jinqiu entered into a loan agreement with the Rural Credit Union of Shaanxi Province, Shangsong Branch, for a loan in the amount of RMB 680,000 (or $106,330 as of September 30, 2011). The loan carries a 0.96% interest rate per month. The loan runs for three years, starting March 13, 2011, and is payable on the maturity date of March 12, 2014.

Our anticipated needs for the future are to be negotiated in accordance with manufacturing and operation needs, and the market conditions of next year.

Valuation of Intangibles

From time to time, we acquire intangible assets that are beneficial to our product development processes. Management periodically evaluates the carrying value of intangibles, including the related amortization periods. In evaluating acquired intangible assets, management determines whether there has been impairment by comparing the anticipated undiscounted cash flows from the operation and eventual disposition of the land use right with its carrying value. If the undiscounted cash flows are less than the carrying value, the amount of the impairment, if any, will be determined by comparing the carrying value of each intangible asset with its fair value. Fair value is generally based on either a discounted cash flows analysis, or market analysis. Future operating income is based on various assumptions, including regulatory approvals, patents being granted, and the type and nature of competing products. If regulatory approvals or patents are not obtained or are substantially delayed, or other competing technologies are developed and obtain general market acceptance or market conditions otherwise change, our intangibles may have a substantially reduced value, which could be material.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years. Early adoption is prohibited. The adoption of this new FSP did not have a material impact on the Company’s financial position, results of operations or cash flows.

The Fair Value Option for Financial Assets and Financial Liabilities

In February, 2007, FASB issued SFAS 159, ‘The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this new standard did not have a material impact on the Company’s financial position, results of operations or cash flows.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

In July 2006, the FASB issued Interpretation No. 48 (FIN 48), "Accounting for uncertainty in Income Taxes." FIN 48 codified – FASB ASC Topic 740 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS 5, "Accounting for Contingencies." FIN 48 is effective for fiscal years beginning after December 15, 2006. Having conducted a thorough review of the Company’s tax position in light of the provisions of FIN 48, the Company had no unrecognized tax benefit and related interest and penalties expense. This is due to the fact that the Company has not received any notice of examination by the tax authority in the PRC wherein the Company’s operations are carried out. The tax authority in PRC has the right to examine the Company’s tax position in all past years.

Inflation

Inflation in recent years has affected the business results of the Company. First, supply has been restricted on the global scale and the United States has adopted a relaxed currency policy, both of which increase inflation risks. Secondly, the increase of GNP in the PRC elevates consumption ability and production cost, which naturally increases prices. Finally, because prices are increasing as a result of the macro-economic trend, the Company’s procurement prices are affected, which resulted in an increase in the cost of sales.

The Company operates in China and as such, the Company’s business activities, financial position and operating results will be affected by PRC politics, economic and legal environments as well as the overall economic situation of China. The business of the Company may be affected by the relevant laws, regulations, anti-inflation measures, currency conversion and overseas remittance and exchange rates issues in China.

Off-Balance Sheet Commitments and Arrangements

None

Recent Accounting Pronouncements

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including Yongming Feng, the Company’s Chief Executive Officer (“CEO”), and Jinrong Shi, the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended September 30, 2011. Based upon that evaluation, the Company’s CEO and CFO concluded that, as of the date of evaluation, there was a material weakness and therefore the Company’s internal control over financial reporting was not effective. The material weakness was related to a lack of technical accounting expertise due to the lack of a sufficient number of personnel with an appropriate level of knowledge of and experience in generally accepted accounting principles in the United States of America (U.S. GAAP) that are appropriate to the Company's financial reporting requirements. As a result of such evaluation, the Company's CEO concluded that, as of the date of evaluation, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, or that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The Company plans to take the following steps to remediate the deficiencies in disclosure controls and procedures that are identified above:

1. Hire additional accounting and operations personnel, as needed, to ensure that accounting personnel with adequate experience, skills and knowledge relating to complex, non-routine transactions are directly involved in the review and accounting evaluation of our complex, non-routine transactions.

2. Interview prospective new Directors for our Board, including a member who is appropriately credentialed as a financial expert as well as sufficient independent Directors.

We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. Currently, we are in the process of interviewing professional accounting personnel and prospective new Directors for our Board.

Changes in internal controls

The Company’s management, with the participation of the Company’s CEO and CFO, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the quarter ended September 30, 2011. Based on that evaluation, our CEO and CFO concluded that, other than as disclosed above, no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

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

Item 1A.

Risk Factors.

Not Applicable.

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.

Not applicable.

Item 6.

Exhibits.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit No.

Exhibit Description

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended

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

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

101.INS	XBRL Instance Document**

101.SCH	XBRL Schema Document**

101.CAL	XBRL Calculation Linkbase Document**

101.LAB	XBRL Label Linkbase Document**

101.PRE	XBRL Presentation Linkbase Document**

101.DEF	XBRL Definition Linkbase Document**

** Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements tagged as blocks of text. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

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

	CHINA PRINTING & PACKAGING, INC.

Date: June 12, 2012		/s/ Yongming Feng
		Yongming Feng
		Chairman, Chief Executive Officer
		(Principal Executive Officer)


Date: June 12, 2012		/s/ Jinrong Shi
		Jinrong Shi
		Chief Financial Officer
		(Principal Financial Officer)

China Printing & Packaging, Inc. 10-Q/A