10-Q 1 g5148a.txt QTRLY REPORT FOR THE QTR ENDED 3-31-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 333-150385 PACIFIC BEPURE INDUSTRY INC. (Exact name of registrant as specified in its charter) Delaware 333-150385 26-1272059 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) No. 78 Kanglong East Road, Yangdaili, Chendai Township Jinjiang City, Fujian Province, P. R. China (Address of principal executive offices) Tel: (86 595) 8677 0999 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of May 15, 2011, 15,000,000 shares of the Company's common stock, $0.0001 par value, were issued and outstanding. Pacific Bepure Industry Inc. Table of Contents PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 3 Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2011 and 2010 (unaudited) 4 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited) 5 Condensed Consolidated Statement of Stockholders' Equity 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 Part II OTHER INFORMATION Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32 Item 3. Defaults upon Senior Securities 32 Item 4. [Removed or reserved] 32 Item 5. Other Information 33 Item 6. Exhibits 33 Signatures 34 2 Pacific Bepure Industry Inc. Condensed Consolidated Balance Sheets As of March 31, 2011 and December 31, 2010 (Stated in US Dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements 3 Pacific Bepure Industry Inc. Condensed Consolidated Statements of Income and Comprehensive Income For the three months ended March 31, 2011 and 2010 (Stated in US Dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements 4 Pacific Bepure Industry Inc. Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2011 and 2010 (Stated in US Dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements 5 Pacific Bepure Industry Inc. Condensed Consolidated Statements of Cash Flows (Cont'd) For the three months ended March 31, 2011 and 2010 (Stated in US Dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements 6 Pacific Bepure Industry Inc. Condensed Consolidated Statement of Stockholder's Equity (Stated in US Dollars)

The accompanying notes are an integral part of these condensed consolidated financial statements 7 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 1. CORPORATE INFORMATION AND DESCRIPTION OF BUSINESS Pacific Bepure Industry Inc. (the "Company") was incorporated on October 9, 2007 under the laws of the State of Delaware with authorized share capital of $7,500, divided into 75,000,000 common shares of $0.0001 par value each. The Company's shares are quoted for trading on the Over-the-counter Bulletin Board in the United States of America. The Company's primary operations consist of the business and operations of Peakway Worldwide Limited ("Peakway"), which acts as an investment holding company and currently has three subsidiaries namely, Alberta Holdings Limited ("Alberta"), Fuijang Jinjiang Pacific Shoes Company Limited ("Pacific Shoes") and Fujian Baopiao Light Industry Company Limited ("Baopiao"). Peakway was incorporated in the British Virgin Islands (the "BVI") on November 3, 2006 as a limited liability company with authorized share capital of $50,000, divided into 50,000 common shares of $1 par value each. The issued share capital of Peakway is $1,000, divided into 1,000 common shares of $1 par value each. Alberta was incorporated in Hong Kong on November 4, 2006 as a limited liability company with authorized share capital of 10,000 Hong Kong dollars ("HK$"), divided into 10,000 common shares of HK$1 par value each. The issued share capital of Alberta is HK$1, being 1 common share of HK$1 par value. Alberta is also a holding company and had no other operation since its incorporation. Pacific Shoes was established as a sino-foreign equity joint venture entity in the People's Republic of China (the "PRC") on April 9, 1993 with registered capital of 5,000,000 Renminbi ("RMB") (which are not divided into shares) and its registered capital was fully paid up. Baopiao was established as a wholly foreign-owned enterprise ("WFOE") in the PRC on February 15, 2006 with registered capital of HK$50,000,000 (which are not divided into shares). As of March 31, 2011, its paid up capital was HK$16,370,478 of which HK$15,401,180 was certified. Baopiao had been under development and had not started commercial operations. The Company, through its subsidiaries, is engaged in the design, manufacturing and trading of footwear under the brand names of "BEPURE" through a network across the PRC. The major target market of the Company's products is the PRC. 8 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 2. BASIS OF PRESENTATION These unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (the "US GAAP") have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2010. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month periods have been made. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, trade receivables and advances to customers and distributors. As of March 31, 2011 and December 31, 2010, substantially all of the Company's cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade receivables and advances to customers and distributors, the Company extends credit based on evaluations of the customers' and distributors' financial positions. The Company generally does not require collateral for customers and distributors. 9 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D) CONCENTRATIONS OF CREDIT RISK (CONT'D) During the reporting period, customers representing 10% or more of the Company's consolidated sales are as follows:- Three months ended March 31, ------------------------------ 2011 2010 ---------- ---------- (Unaudited) (Unaudited) Taiwan Quanyi Xingye Co., Ltd. $2,411,561 $1,409,290 ========== ========== Details of customers for 10% or more of the Company's trade receivables are:- As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Taiwan Quanyi Xingye Co., Ltd. $3,296,345 $1,839,049 ========== ========== FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820 "Fair Value Measurements and Disclosures" requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which the ASC 323 fair value option was not elected. Except for collateralized borrowings disclosed below, the carrying amounts of other financial assets and liabilities approximate their fair values due to short maturities:- As of March 31, 2011 As of December, 31, 2010 ----------------------- ------------------------ Carrying Carrying amount Fair value amount Fair value ---------- ---------- ---------- ---------- (Unaudited) (Unaudited) (Audited) (Audited) Short-term bank loans $6,305,247 $6,317,830 $4,717,870 $4,713,661 ========== ========== ========== ========== The fair values of collateralized borrowings are based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. It is management's opinion that the Company is not exposed to significant price or credit risks arising from these financial instruments. 10 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS ACCOUNTING FOR TRANSFERS OF FINANCIAL ASSETS (INCLUDED IN AMENDED TOPIC ASC 860 "TRANSFERS AND SERVICING", PREVIOUSLY STATEMENT OF FINANCIAL ACCOUNTING STANDARDS ("SFAS") NO. 166, "ACCOUNTING FOR TRANSFERS OF FINANCIAL ASSETS - AN AMENDMENT OF FASB NO. 140."). The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement in transferred financial assets. Also, the amended topic removes the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and was effective for us as of January 1, 2010. The adoption of this amended topic had no material impact on the Company's financial statements. CONSOLIDATION OF VARIABLE INTEREST ENTITIES - AMENDED (INCLUDED IN AMENDED TOPIC ASC 810 "CONSOLIDATION", PREVIOUSLY SFAS NO. 167 "AMENDMENTS TO FASB INTERPRETATION NO. 46(R)"). The amended topic requires an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and was effective for us as of January 1, 2010. The adoption of this amended topic had no material impact on the Company's financial statements. The FASB issued Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force." This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company was required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The adoption of this ASU update had no material impact on the Company's financial statements. The FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC Topic 820 to require the following additional disclosures regarding fair value measurements: (i) the amounts of transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) reasons for any transfers in or out of Level 3 of the fair value hierarchy and (iii) the inclusion of information about purchases, sales, issuances and settlements in the reconciliation of recurring Level 3 measurements. ASU 2010-06 also amends ASC Topic 820 to clarify existing disclosure requirements, requiring fair value disclosures by class of assets and liabilities rather than by major category and the disclosure of valuation techniques and inputs used to determine the fair value of Level 2 and Level 3 assets and liabilities. With the exception of disclosures relating to purchases, sales, issuances and settlements of recurring Level 3 measurements, ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009. The disclosure requirements related to purchases, sales, issuances and settlements of recurring Level 3 measurements will be effective for financial statements for annual reporting 11 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT'D) periods beginning after December 15, 2010. The adoption of this ASU had no material impact on the Company's financial statements. 5. PREPAYMENTS AND OTHER RECEIVABLES As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Prepayments to suppliers $ 68,917 $ 131,846 Advances to staff 63,978 117,272 ---------- ---------- $ 132,895 $ 249,118 ========== ========== 6. ADVANCES TO CUSTOMERS AND DISTRIBUTORS As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Interest-free loans advanced to customers and distributors $1,400,874 $1,293,733 ========== ========== In order to improve the market shares and increase the number of retailing points in the PRC, the management advanced cash to the potential retailers for them to increase the number of retail shops and distribution points in the related provinces in which they are located. The amounts are interest-free, unsecured and payable upon demand. 7. INVENTORIES As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Raw materials $ 409,906 $ 227,572 Work-in-progress 448,963 445,249 Finished goods 373,494 559,736 ---------- ---------- $1,232,363 $1,232,557 ========== ========== 12 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 8. PROPERTIES, PLANT AND EQUIPMENT As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Costs: Plant and machinery $ 992,429 $ 985,609 Office equipment 115,795 115,060 Buildings 1,346,104 1,337,557 ----------- ----------- 2,454,328 2,438,226 Accumulated depreciation (1,306,074) (1,261,688) Construction-in-progress 7,535,451 6,416,328 ----------- ----------- $ 8,683,705 $ 7,592,866 =========== =========== During the reporting period, depreciation is included in:- Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Cost of sales and overheads $ 19,573 $ 22,151 Administrative expenses 16,634 15,754 ----------- ----------- $ 36,207 $ 37,905 =========== =========== Notes: - As of March 31, 2011 and December 31, 2010, buildings with carrying value of $846,976 and $852,833 respectively, construction-in-progress with carrying amount of $4,505,490 and nil respectively, were pledged for the collateralized bank loans (Note 12b). Construction-in-progress consist mainly the new factory and warehouse under construction. 13 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 9. LAND USE RIGHTS As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Cost $ 6,455,383 $ 6,414,392 Accumulated amortization (428,344) (392,903) ----------- ----------- $ 6,027,039 $ 6,021,489 =========== =========== The Company obtained the rights from the relevant PRC land bureau for a period of 50 years to use the land on which the office premises, production facilities and warehouse of the Company are situated. As of March 31, 2011 and December 31, 2010, the land use rights with carrying value of $6,027,039 and $6,021,489 respectively, was pledged for collateralized bank loans (Note 12b). During the three months ended March 31, 2011 and 2010, amortization for the land use rights amounted to $32,824 and $31,552 of which $32,559 and $31,298 have been capitalized in construction-in-progress, respectively. The estimated aggregate amortization expenses for the land use rights for the five succeeding years are as follows :- Year ---- 2011 $ 127,347 2012 127,347 2013 127,347 2014 127,347 2015 127,347 ---------- $ 636,735 ========== 14 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 10. INTANGIBLE ASSET As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Software Cost $ 334,346 $ 332,223 Accumulated amortization (157,669) (141,718) ----------- ----------- $ 176,677 $ 190,505 =========== =========== This software represents integrated software in designing footwear and purchased by Pacific Shoes. Pursuant to the management experience, this software estimated useful life was 5 years. Since its acquisition, an annual impairment review was performed by management and no impairment was identified. During the three months ended March 31, 2011 and 2010, amortization for intangible asset amounted to $14,997 and $13,166, respectively. The estimated aggregate amortization expenses for software for the three succeeding years are as follows :- Year 2011 $ 59,800 2012 59,800 2013 57,077 ----------- $ 176,677 ========== 15 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 11. OTHER PAYABLES AND ACCRUED EXPENSES As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Value added tax and other tax payable $2,383,742 $1,712,724 Staff welfare payables (Note (a)) 1,109,548 1,046,724 Accrued expenses and other payables 267,054 536,147 Salaries payable 278,482 229,279 ---------- ---------- $4,038,826 $3,524,874 ========== ========== Notes:- (a) Staff welfare payable represents accrued staff medical, industry injury claims, labor and unemployment insurances. All of which are covered by third parties insurance and the insurance premiums are based on certain percentage of salaries. The obligations of the Company are limited to those premiums contributed by the Company. 12. LOANS PAYABLE As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Collateralized short-term bank loans (Note (b)) $4,778,553 $3,079,510 Uncollateralized short-term bank loans 1,526,694 1,638,360 ---------- ---------- $6,305,247 $4,717,870 ========== ========== Notes:- (a) The bank loans are denominated in RMB and carried average interest rate as of March 31, 2011 and December 31, 2010 at 6.09% and 5.82% respectively. During the reporting period, there was no covenant requirement under the banking facilities granted to the Company. (b) These bank loans were collateralized by the buildings, construction-in-progress and land use right with carrying values of $846,976 (Note 8), $4,505,490 (Note 8) and $6,027,039 (Note 9), respectively, and guaranteed by Mr. Li Haiting, the sole director of the Company and his brother and a third party. 16 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 13. SHARE-BASED COMPENSATION The Company granted share options to employees and a director to reward for services. On December 6, 2010, the Company has granted 3 tranches of share option. The option granted was designated as Incentive Stock Option. The Board of Directors adopted the Pacific Bepure Industry Inc. Stock Option Plan (the "2010 Plan") and the plan was approved in the Annual General Meeting on January 14, 2011. The 2010 Plan authorized the issuance of 560,000 options of the Company's common stock. The exercise price of the options granted, pursuant to the 2010 Plan, must be at least equal to the market value of the Company's common stock at the date of grant. Pursuant to the Plan, the Company issued 560,000 options with an exercise price of $1.75 per share on December, 6, 2010. The 3 tranches of options will vest and become exercisable from the date of January 5, 2011 to January 5, 2013. A summary of share option plan activity for the period ended March 31, 2011 is presented below:- Number of Exercise price shares per share -------- --------- Outstanding as of January 1, 2011 560,000 $ 1.75 Granted -- -- Exercised -- -- Forfeited -- -- Cancelled -- -- -------- -------- Outstanding as of March 31, 2011 560,000 $ 1.75 ======== ======== Exercisable as of March 31, 2011 168,000 $ 1.75 ======== ======== The grant-date fair values for tranches 1, 2 and 3 of options granted in 2010 were $0.62, $0.67 and $0.72 per option respectively. Compensation expense of $76,671 arising from above mentioned share options granted was recognized for the three months ended March 31, 2011. The fair values of the above option awards were estimated on the date of grant using the Black-Scholes Option Valuation Model with the following assumptions. Tranche 1 Tranche 2 Tranche 3 --------- --------- --------- Expected life 2.583 years 3.083 years 3.583 years Expected dividends Nil Nil Nil Expected volatility 54.743% 54.743% 54.743% Risk-free interest rate 1.572% 1.572% 1.572% 14. AMOUNT DUE TO A DIRECTOR The amount is interest-free, unsecured and repayable on demand. The directors consider the carrying amount approximates its fair value. 17 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 15. COMMITMENTS AND CONTINGENCIES a. CAPITAL COMMITMENT As of March 31, 2011 and December 31, 2010, the Company had capital commitment in respect of the construction of properties, amounting to $24,386 and $47,116 respectively, which was contracted but not provided for in the financial statements. b. OPERATING LEASE COMMITMENT As of March 31, 2011, there was no operating lease arrangement for the Company. The rental expense was $6,087 for the three months ended March 31, 2011. c. CONTINGENCIES In accordance with the PRC tax regulations, the Company's sales are subject to value added tax ("VAT") at 17% upon the issuance of VAT invoices to its customers. When preparing these financial statements, the Company recognized revenue when goods were delivered, and made full tax provision in accordance with relevant national and local laws and regulations of the PRC. The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. In the local statutory financial statements prepared under PRC GAAP, the Company recognized revenue on an "invoice basis" instead of when goods are delivered. Accordingly, despite the fact that the Company has made full tax provision in the financial statements, the Company may be subject to a penalty for the deferred reporting of tax obligations. The exact amount of penalty cannot be estimated with any reasonable degree of certainty. The directors consider it is very unlikely that the tax penalty will be imposed. 16. OTHER INCOME Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Sales of scrap and materials $ 39,736 $ -- =========== =========== 17. FINANCE COSTS Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Bank loan interest expenses $ 85,888 $ 62,111 Interest income - net (632) (1,505) Bank charges 9,497 631 ---------- ---------- $ 94,753 $ 61,237 ========== ========== 18 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 18. INCOME TAXES UNITED STATES Pacific Bepure Industry Inc. is subject to the United States of America Tax law at tax rate of 34%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting period. BVI Peakway was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes. HONG KONG Alberta was incorporated in Hong Kong and is subject to profits tax rate of 16.5% (2010 : 16.5%). It is currently not subject to income taxes because it derived no taxable income during the reporting period. PRC On March 16, 2007, the National People's Congress approved the Corporate Income Tax Law of the People's Republic of China (the "New CIT Law"). The New CIT Law reduces the standard corporate income tax rate from 33% to 25% with effect from January 1, 2008. Pursuant to the New CIT Law, Pacific Shoes and Baopiao have been subjected to EIT at a unified rate of 25% from January 1, 2008 onwards. According to the PRC tax laws and regulations, Pacific Shoes and Bapiao being a sino-foreign equity joint venture entity and a WFOE respectively, were entitled to, starting from the first profitable year, a two-year exemption from enterprise income tax followed by a three-year 50% reduction in its enterprise income tax ("Tax Holiday"). The Tax Holiday of Pacific Shoes commenced in year 1993 and ended in year 1997. Baopiao has not started commercial operations and had no reportable profit under China Accounting Regulations since its incorporation on February 15, 2006. Baopiao had not applied for such Tax Holiday to the relevant PRC authority before the New CIT Law became effective on January 1, 2008. However, pursuant to the transitional provisions in the New CIT Law, companies qualified for Tax Holiday must make application prior to January 1, 2008 and the Tax Holiday would be deemed commence on January 1, 2008 regardless of results of operation. Baopiao is therefore not entitled to Tax Holiday. 19 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 18. INCOME TAXES (CONT'D) In July 2006, the FASB issued ASC 740-10-25 (previously Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"). This interpretation requires recognition and measurement of uncertain income tax positions using a "more-likely-than-not" approach. The Company adopted this ASC 740-10-25 on January 1, 2007. Under the New CIT Law which became effective on January 1, 2008, the Company might be deemed to be a resident enterprise by the PRC tax authorities. If the Company was deemed to be resident enterprise, the Company might be subject to the CIT at 25% on the worldwide taxable income and dividends paid from the RPC subsidiaries to their overseas holding companies might be exempted from 10% PRC withholding tax. Given that all of the Company's income is generated from the PRC and the PRC subsidiaries do not intend to pay dividends for the foreseeable future operation, the management considers that the impact arising from resident enterprise on the Company's financial position is not significant. The management evaluated the Company's tax positions and considered that no provision for uncertainty in income taxes is necessary as of March 31, 2011. The components of the provision for income taxes from continuing operation are:- Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Current taxes - PRC $ 435,661 $ 314,825 Deferred taxes - PRC -- -- ---------- ---------- $ 435,661 $ 314,825 ========== ========== The effective income tax expenses differ from the PRC statutory income tax rate from continuing operations in the PRC as follows:- Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Provision for income taxes at PRC statutory income tax rate - 25% $ 377,495 $ 300,202 Non-deductible items for tax 58,166 14,623 ---------- ---------- $ 435,661 $ 314,825 ========== ========== 20 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 19. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the periods indicated:- Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) Numerator:- Net income $ 1,074,317 $ 885,981 =========== =========== Denominator:- Weighted average common shares used to compute basic EPS 15,000,000 15,000,000 Dilutive potential from assumed exercise of share options 49,583 -- ----------- ----------- Weighted average common shares used to compute diluted EPS 15,049,583 15,000,000 =========== =========== Earnings per share - Basic $ 0.072 $ 0.059 Earnings per share - Diluted $ 0.071 $ 0.059 =========== =========== All shares and per share data have been adjusted to reflect the recapitalization of the Company in the RTO. 20. RELATED PARTIES TRANSACTIONS Apart from the transactions as disclosed in Note 12(b) and 14 to the financial statements, the Company had no material transactions carried out with related parties during the period. 21. TRADEMARKS Pacific Shoes, currently owns two trademarks, namely "Chinese Character" ("Bepure"), and "Chinese Character" ("Dilks") which were registered in the PRC. These trademarks were transferred to the subsidiary from a major stockholder of the Company for nil consideration during 2008. 22. COMMON STOCK The Company was incorporated on October 9, 2007 with authorized share capital of $7,500 divided into 75,000,000 common shares of $0.0001 per value each. 21 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 23. STATUTORY RESERVE The Company's statutory reserve comprise of the following:- As of As of March 31, December 31, 2011 2010 ---------- ---------- (Unaudited) (Audited) Statutory reserve $ 309,688 $ 309,688 ========== ========== Under PRC regulations, Pacific Shoes and Baopiao may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC GAAP. In addition, these companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the individual balance of the reserve reaches 50% of their corresponding individual registered capital. The statutory reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses. For the three months ended March 31, 2011 and 2010 respectively, no appropriation to this statutory reserve was made as the reserve reached 50% of the Pacific Shoes' registered capital and Baopiao did not make any profit during the periods. 24. DEFINED CONTRIBUTION PLAN Pacific Shoes and Baopiao have defined contribution plans for all qualified employees in the PRC. Pacific Shoes and Baopiao and their employees are each required to make contributions to the plans at the rates specified in the plans. The only obligation of Pacific Shoes and Baopiao with respect to retirement schemes are to make the required contributions under the plans. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the consolidated statements of income and comprehensive income. The Company contributed $40,825 and $29,006 for the three months ended March 31, 2011 and 2010 respectively. 25. SEGMENT INFORMATION The Company uses the "management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue and operating results of the Company and, as such, the Company has determined that the Company has one operating segments - footwear, as defined by ASC 280, Segments Reporting". All of the Company's long-lived assets are located in the PRC. Geographic information about the revenues, which are classified based on the customers, is set out as follows:- Three months ended March 31, ------------------------------- 2011 2010 ----------- ----------- (Unaudited) (Unaudited) PRC $4,368,349 $3,279,645 Taiwan 2,061,163 1,452,770 ---------- ---------- $6,429,512 $4,732,415 ========== ========== 22 Pacific Bepure Industry Inc. Notes to Condensed Consolidated Financial Statements (Stated in US Dollars) 26. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2011 and through the date the financial statements were issued, and has determined that there are no material recognizable subsequent events nor transactions which would require recognition or disclosure in these condensed consolidated financial statements other than noted therein. 23 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains both historical and "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, written, oral or otherwise made, represent the Company's expectation or belief concerning future events. All statements, other than statements of historical fact, are or may be forward-looking statements. For example, statements concerning projections, predictions, expectations, estimates or forecasts, and statements that describe our objectives, future performance, plans or goals are, or may be, forward-looking statements. These forward-looking statements reflect management's current expectations concerning future results and events and can generally be identified by the use of words such as "may," "will," "should," "could," "would," "likely," "predict," "potential," "continue," "future," "estimate," "believe," "expect," "anticipate," "intend," "plan," "foresee" and other similar words or phrases, as well as statements in the future tense. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the factors described in the Section entitled "Risk Factors" on Form 10-K and other documents we file from time to time with the Securities and Exchange Commission ("SEC"). OUR HISTORY AND CORPORATE STRUCTURE We are a Delaware corporation that was incorporated on October 9, 2007. We are headquartered in Fujian Province, China. On November 11, 2009, we completed a reverse acquisition transaction ("Reverse Merger") with Peakway Worldwide Limited ("Peakway"), a company incorporated under the laws of the British Virgin Islands pursuant to the terms of a Share Exchange Agreement dated as of November 5, 2009 ("Share Exchange Agreement"). Alberta Holdings Limited is a Hong Kong company incorporated on November 4, 2006 and was acquired by Peakway on November 1, 2007. Alberta presently has two wholly-owned subsidiaries: Fujian Jinjiang Pacific Shoes Co., Limited and Fujian Baopiao Light Industry Co., Limited. Fujian Jinjiang Pacific Shoes Co., Limited ("Pacific Shoes") was established as a sino-foreign equity joint venture entity in the PRC on April 9, 1993. On January 12, 2009, Alberta acquired 100% equity interest in Pacific Shoes. Currently, all of our revenues have been generated from Pacific Shoes. Fujian Baopiao Light Industry Co., Limited ("Baopiao ") was established as a wholly foreign-owned enterprise ("WFOE") in the PRC on February 15, 2006. On February 26, 2009, Alberta acquired 100% equity interest in Baopiao Shoes. As of the date of this report, Baopiao is still in its development stage and has not yet generated any revenue. We are now a fully reporting issuer with our common stock publicly quoted on the OTC bulletin board under the symbol "PBEP". As of May 15th, 2011, we had 15,000,000 shares of common stock issued and outstanding. BUSINESS REVIEW The Company is mainly engaged in professional design, manufacture and distribution of sports and casual footwear through its Chinese Subsidiaries. We target at both female and male customers, particularly the 20-35 years old female consumers, among whom our Baopaio (or "Bepure") label has witnessed an increasing recognition. For three months ended March 31, 2011, the Company's sales revenues increased $1,697,097 or 35.86% to $6,429,512 compared with $4,732,415 in the same period of 2010. The revenue growth is mainly attributable to the increasing demand for our sport and casual footwear products in the PRC market where consumers are in transition to much healthier and more fashion life styles, supported by stronger purchasing power and higher demand. According to the market demand and overall marketing situation of 2010, in the first quarter of 2011, we targeted products research and development in business operation in order to achieve the following objectives: 24 * To improve our R&D capabilities. We added R&D personnel to expand the R&D team. * To refine the sophistication and skill of our R&D team. During the first quarter of 2011, we retained some senior members through performance appraisal system to enhance our R&D concept to comply with the prevailing fashion trends , and * To improve the product quality. We conducted a comprehensive adjustment among all products to adjust shadesi(cent)materials and techniques. We improved overall color palette and we put more limits on the procurement of raw materials to ensure the high quality of the products. We innovate because it is critical for us to remain in step with consumers' tastes, choices and fashions. BRAND PROMOTION As of March 31, 2011, a classified promotion was implemented for both the products online and in retail shops. For the Bepure official online store, we aimed to improve the brand recognition mainly through advertisement; for the retail shops, we renewed the unified shop image in all retail locations and applied environmentally conscious material(such as wood) for products display shelves. SALES NETWORK We design, develop, manufacture and distribute sports and casual footwear in China and South America through our indirectly owned Chinese subsidiaries. All of our products are sold under the brand "Chinese Character" ("Baopiao" in English). We sell our products to consumers in the People's Republic of China (for purpose of this Form 10-Q, excludes Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan), or so-called "domestic market" and South America. In the domestic market, we sell our products substantially on a wholesale basis to our distributors who are responsible for distribution to retail outlets. Through our distributors, our sales network covers 24 provinces and administrative regions in various modes, including retail outlets, counters in department stores and shopping malls, and wall racks in large supermarkets. Our products, including our branded products and ODM (Original Design Manufacture) products, are sold in the South America through our distributors. In the domestic (PRC) market, we adopted the sales mode of "four-prong sales", which is a combination of four retail approaches, including distributor-operated stores, retailer-operated stores, franchise stores and online stores. At the distributor-operated stores, distributors sell our product exclusively. At the retailer operated stores, distributor appointed retailers sell our products exclusively. We have certain control over these distributor appointed retailers because when we enter into distribution agreements with distributors, we have the right to approve or reject the distributor's request to appoint certain retailers. The franchise stores refer to stores operated by our franchisees pursuant to franchise agreements with us. As of March 31, 2011, retail locations increased from 98 to 102, and 1,523 counters in the shopping malls are now authorized to sell our products and they are under the direct management of our distributors. We continue to refresh our brand image with in-store advertising and decorations, so that consumers will enjoy a much happier purchase experience at the retail outlets. Through years of effort in expanding the market share, the Company now maintains a solid distribution base with a retail management system is under development as well. This enables us to monitor the overall retail situation and respond to the market changes in a more timely manner. As part of our online marketing and distribution strategy, we improved our online shopping portal and registered Bepure official online store with Taobao, a leading Internet destination for shopping, socializing and information sharing in China. PRODUCT R&D The Company consistently aims to develop attractive footwear products to satisfy the demand of its target market and to interpret fashion trends. To help accomplish this, the Company has been focused on the R&D and application of new craftsmanship, new materials and new technologies, to streamline the Company's innovative brand concept and international sports fashion. We increased the R&D cost, updated the equipment and introduced additional talents to develop fashionable and practical products. In addition, the Company keeps adding new elements into the product designs to earn more selling points and consumer recognition on the Baopiao brand, thus constantly striving for the fashion leader position of "Baopiao" in the female sports and casual footwear market. In order to build an appropriate, scalable and multiple product structure, the Company has increased the percentage of men's products to the total sales and divided its products into four categories, namely, the "Free Travel," the "Business Travel," the "Outdoor Travel" and the "Urban Travel" as discussed above. 25 CHAIN SUPPLY MANAGEMENT We have adopted a cost control system in its business operation. Our procurement team works closely with engaged suppliers and outsourcing companies to shares the cost trend of main materials. Meanwhile, we are able to decrease both costs and pollutants by implementing strict production standards at our existing facilities while outsourcing certain low margin products. We also try to reduce the cost of raw materials through bulk purchases, in which our outsourcing partners are co-buyers. INFORMATION MANAGEMENT The Company has set up an information management system which consists of financial management, sales management, supply chain management, production management, decision-making support and database service functions, which contributes significantly to the operation development. This is an integrated IT system that is able to handle the ever-increasing requirements of business development. The Company will continue to extend the new system to its sales channels, especially retail outlets. The Enterprise Resource Planning (ERP) System of the Company was in full operation at the end of 2010. The system (i) comprehensively records the information of sales and goods allotment which is the basis for implementation of sales policies; (ii) provides exact and thorough analysis data for management of production; (iii) assists the management in planning and decision-making by providing access to close domination each department. SUMMARY OF CRITICAL ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, as well as the reported amounts of revenue and expenses during the reported period. These amounts and estimates include, but are not limited to, the valuation of trade and bills receivables, inventories and estimation on useful lives and residual values of properties, plant and equipment and intangible asset. Actual results could differ from these estimates. INVENTORIES Inventories are stated at the lower of cost or market value. Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. In addition, the Company estimates net realizable value based on intended use, current market value and inventory ageing analyses. The Company writes down the inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand and market conditions. There were no provision of obsolete inventories made during the reporting period. Historically, the actual net realizable value is close to the management estimation. PROPERTIES, PLANT AND EQUIPMENT Properties, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives are as follows:- 26 Estimated useful lives ------------ Plant and machinery 3 to 8 years Office equipment 3 to 5 years Buildings 30 years Maintenance or repairs are charged to expense as incurred. Upon sale or disposal, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income. CONSTRUCTION-IN-PROGRESS Construction-in-progress represents assets under construction and is stated at cost. This includes cost of construction of buildings and other direct costs. Construction-in-progress is not depreciated until such time the relevant assets are completed and put into use. INTANGIBLE ASSET The intangible asset of the Company is comprised of accounting software and shoes designing software. The software is determined to have useful life of 5 years pursuant to the management experience. The software is stated at cost of purchase less accumulated amortization and any identified impairment losses in the annual impairment review. LAND USE RIGHTS Land use rights are stated at cost less accumulated amortization. Amortization is provided using the straight-line method over the terms of the lease of 50 years obtained from the relevant PRC land bureau. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets. During the reporting period, the Company has not identified any indicators that would require testing for impairment. REVENUE RECOGNITION Revenue from sales of the Company's products is recognized when the significant risks and rewards of ownership have been transferred to the buyer at the time of delivery, the sales price is fixed or determinable and collection is reasonably assured. Returns and exchange require approval from management and discounts are based on trade terms. The Company reviews and estimates the rates of return and exchange monthly and made provision for return based on customers' and distributors' past records. From the past records, the return and exchange are insignificant. COST OF SALES Cost of sales consists primarily of material costs, purchasing and receiving costs, inspection costs, wages, employees' compensation, depreciation and related costs, which are directly attributable to the production of products. Write down of inventory to lower of cost or market value is also recorded in cost of sales. SHARE-BASED COMPENSATION The Company adopted the provisions of ASC 718, which requires the use of the fair value method of accounting for share-based compensation. Under the fair value based method, compensation cost related to employee stock options or similar equity instruments which are equity-classified awards, is measured at the grant date based on the value of the award and is recognized over the requisite service period, which is usually the vesting period. ASC 718 also requires measurement of cost of a liability-classified award based on its current fair value. Fair value of share options granted is determined using the Black-Scholes Option Valuation Model. Under this model, certain assumptions, including the risk-free interest rate, the expected life of the options and the estimated fair value of the Company's common stock and the expected volatility, are required to determine the fair value of the options. If different assumptions had been used, 27 the fair value of the options would have been different from the amount the Company computed and recorded, which would have resulted in either an increase or decrease in the compensation expense. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting for Income Taxes". Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carried forward and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND MARCH 31, 2010 The following table summarizes our operating results and key financial ratios for three months ended March 31, 2011 and March 31, 2010, respectively:

This table below illustrates our key operating results and financial indicators for the three months ended March 31, 2011 and March 31,2010, respectively:

28 REVENUE For three months ended March 31, 2011, our revenues were $6,429,512, which represented an increase of $1,697,097 or 35.86%, as compared with $4,732,415 for the same period in 2010. We attribute this increase mainly to (i) the capacity increases and the overall improvement of our manufacturing system; (ii) increase of our sales network; (iii) increase of our foreign market access; and (iv) effectiveness of our marketing policies in different regions. GEOGRAPHIC SEGMENTS OF REVENUES IN THE NINE MONTHS ENDED MARCH 31, 2011 AND 2010:

Note: 1. The eastern section refers to the city of Shanghai and the provinces of Zhejiang, Jiangsu, Anhui, Hubei, Hunan, Jiangxi and Shandong in the PRC; 2. The northern section refers to the city of Beijing and the provinces of Xinjiang, Gansu, Ningxia, Hebei, Henan, Tianjin, Shanxi, Inner Mongolia, Liaoning, Jilin and Heilongjiang in the PRC; 3. The southern section refers to the city of Chongqing and provinces of Guangdong, Guangxi, Fujian, Hainan, Sichuan, Guizhou, Yunnan and Tibet in the PRC. For the three months ended March 31, 2011, $2,061,163 of our sales revenue were generated from the foreign (non PRC) markets, representing an increase of 41.88% when compared to $1,452,770 from the same period in 2010. For the three months ended March 31, 2011, the domestic eastern market contributed $1,071,132 to the Company's sales revenue, representing an increase of 87.50%, when compared to $571,281 earned in the same period of 2010. The northern market generated sales revenue of $1,992,966, representing an increase of 16.87%, when compared to $1,705,257 for the same period in 2010. The southern market achieved sales revenue of $1,304,251, representing an increase of 30.02%, when compared to $1,003,107 for the same period in 2010. Such changes are mainly due to the following: * The further expanded sales network in Eastern section helps our products to cover all the markets in cities, towns and villages. In fact, the purchasing power in relatively more economically developed Eastern section is stronger than that of other domestic sections, which, we believe, is the key factor to the revenue increase in this section. * In the first quarter of 2011, the sales growth in Northern section did not meet our expectations. We believe this was due to current marketing approach in that section which we believe needs to be revamped as well as due to the seasonal varieties. * The higher sales result in Southern section are mainly because we launched canvas shoes series and board shoes series which are preferred by young consumers. To improve our brand recognition, we held various promotion activities to attract more consumers in this group. 29 GROSS PROFIT AND GROSS PROFIT MARGIN FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010:

For the three months ended March 31, 2011, our gross profit was $2,064,174, representing an increase of $381,425 or 22.67%, compared to $1,682,749 for the same period of 2010. For the three months ended March 31, 2011, our gross profit margin was 32.10%, representing a decrease of 3.46% compared with 35.56% in the same period of 2010. Such decrease is mainly due to the increase of employee salaries. OPERATING AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES For the three months ended March 31, 2011, our selling expenses were $71,541 representing a decrease of $1,435 or 1.97%, compared to $72,976 for the same period in 2010. The decrease was mainly because we effectively cut down the cost of free gifts offered in promotion activities. For the three months ended March 31, 2011, the administrative expenses were $427,638, representing an increase of 33.22% compared to $$321,013 of the same period in 2010. The increase was mainly due to the issuance of stock options granted to key employees. FINANCING COST For the three months ended March 31, 2011, the finance cost was $94,753, representing an increase of $33,516 or 54.73% comparing to $61,237 for the same period in 2010. The increase primarily relates to increase in debt servicing cost on the huge increase in bank loans which were applied to the marketing expansion, cosolidated construction of retails and the new factory. NET PROFIT For the three months ended March 31, 2011, the net profit was $1,074,317, representing an increase of $188,336 or 21.26% compared to $885,981 for the same period in 2010, primarily as a result of the growth in revenues and profit margin. NET PROFIT MARGIN For the three months ended March 31, 2011, the net profit margin is 16.71%, representing a decrease of 2.01% compared to 18.72% for the same period in 2010. This is mainly attributes to the decrease of gross profit margin and the increse of administrative expenses. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2011, our total assets were $38,567,628, which consist of cash and cash equivalents of $6,325,369, trade receivables of $14,588,706, inventories of $1,232,363, prepayments and other receivable of $132,895, advances to customers and distributors of $1,400,874, properties, plant and equipment of $8,683,705, intangible asset of $176,677 and land use rights of $6,027,039. 30 As of March 31, 2011, total liabilities were $16,266,947. Total liabilities are composed of trade payables of $2,265,033, short-term loans of $6,305,247, income tax payable of $ 1,646,985, amount due to a director of $2,010,856 and other payables and accrued expense of $4,038,826. As of March 31, 2011, stockholders' equity was $22,300,681. As of March 31, 2011, the gearing ratio is 42.18%. We offer what we believe to be reasonable credit limits to our customers at credit terms of 180 days to maintain control of trade receivable. The average turnover was 194 days for our trade receivable for the three months ended March 31, 2011, while the average turnover was 147 days for our trade receivable in the same period of 2010. As of March 31, 2011, the average inventory trade turnover was 25 days for our inventories which was 19 days for the same period of 2010. Our cash and bank deposits are mainly denominated in RMB, while the revenue, expense, assets and liabilities are denominated in RMB and US dollars. The PRC currency is exchanged to US dollars at a floating rate. It did not have any substantial impact on our financial condition because we own few assets denominated in US dollars. CASH FLOW As of March 31, 2011, our cash and cash equivalents were $6,325,369, representing an increase of $510,112, compared to $5,815,257 for the same period of 2010. We believe our ability to generate cash from operating activities is one of our fundamental financial strengths. In addition to cash from operating activities, we also maintain loan arrangements with state-owned banks (e.g. Agricultural Bank of China, Construction Bank of China, etc.) for our capital requirements. Our future capital expenditures will include building new manufacturing facilities, improving and upgrading our existing production facilities, expanding product lines, research and development capabilities, and making acquisitions as we deem appropriate. We believe that we have adequate cash to fund our operations and to meet our anticipated cash requirements for the next 12 months. If we need additional cash, we may seek to raise capital either through the issuance of stock or increase our borrowing level with our lender. Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On an on-going basis, we take steps to identify and plan our needs for liquidity and capital resources, to fund our operations and day to day business operations. Our future capital expenditures will include, among others, expanding product lines, research and development capabilities, and making acquisitions as deemed appropriate. Our operating and capital requirements in connection with supporting our expanding operations and introducing our products to the expanded areas have been and will continue to be significant to us. We estimate $15 million will be needed in the fiscal 2011 to fund the foregoing activities and operations. Based on our current plans for the next 12 months, we anticipate that the revenue generated from our sales will be the primary organic source of funds for operating activities in 2011. However, to fund continued expansion of our operation and extend our reach to broader markets, and to acquire additional entities, we may rely on bank borrowing, if available as well as capital raises. As of March 31, 2011, net cash used in operating activities was $38,177. Net cash used in investing activities was $1,042,604. Such cash was mainly used in the construction of the new production facility. As of March 31, 2011, net cash provided by financing activities was $1,552,204. 31 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (the "Certifying officers"), as appropriate, to allow timely decisions regarding required disclosure. As of March 31, 2011, the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Certifying officers, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, the Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the first fiscal quarter of 2011. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no pending legal proceedings to which we are a party which are material or potentially material, either individually or in the aggregate. We are from time to time, during the normal course of our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our financial position, results of operations or liquidity. ITEM 1A. RISK FACTORS There were no material changes from the risk factors as previously described in our Annual Report on Form 10-K filed with the SEC on March 31, 2011. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended March 31, 2011, the Company did not (i) sell any unregistered securities, or (ii) repurchase any of its equity securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. [REMOVED OR RESERVED] 32 ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 10.1 Amendment No.1 to Employment Agreement by and between the Company and Haiting Li, dated as of December 4, 2010* 31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ---------- * Management or compensatory plan, contract or arrangement. 33 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 20, 2011 By: /s/ Haiting Li -------------------------------------------- Haiting Li Chief Executive Officer (Principal Executive Officer) Date: May 20, 2011 By: /s/ Zhong Zhao -------------------------------------------- Zhong Zhao Chief Financial Officer (Principal Accounting and Financial Officer) 34

Pacific Bepure Industry Inc 10-Q