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

                                    FORM 10-Q


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

               For the quarterly period ended: September 30, 2012

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

             For the transition period from __________ to __________

                          Commission File No. 000-28865


                                  AMINCOR, INC.
              (Exact name of registrant as specific in its charter)

            Nevada                                               30-0658859
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                     1350 Avenue of the Americas, 24th Floor
                               New York, NY 10019
                    (Address of Principal Executive Offices)

                                 (347) 821-3452
              (Registrant's Telephone Number, Including Area Code)

Explanatory  Note:  Relying on the  Securities and Exchange  Commission's  Order
(Securities Exchange Act of 1934 Release No. 68224, November 14, 2012), Amincor,
Inc.  (the  "Company")  is filing  this Form 10-Q for the three and nine  months
ended September 30, 2012 (the "Report") six days after the filing deadline. As a
result  of  Hurricane  Sandy,  the  Company's  accountants  as well  as  certain
subsidiary  companies had no electricity and were unavailable  during such storm
and the  related  aftermath.  This  limited  ability  to  communicate  with  the
Company's  management  for an extended  period of time  hindered  the  Company's
ability to file the Report on a timely basis.

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 [X] No [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

As of September 30, 2012,  there were 7,478,409  shares of Registrant's  Class A
Common  Stock  and  21,245,190  shares  of  Registrant's  Class B  Common  Stock
outstanding.
<PAGE>
                                  AMINCOR, INC.
                               REPORT ON FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

                                    Contents

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements................................................. 4

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................29

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........50

Item 4.  Controls and Procedures..............................................50

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................53

Item 1A. Risk Factors.........................................................55

Item 5.  Other Information....................................................66

Item 6.  Exhibits.............................................................66

SIGNATURES....................................................................67

                                       2
<PAGE>
                                EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q, unless the context  indicates  otherwise,
the terms  "Amincor,"  "Company,"  "Registrant,"  "we," "us" and "our"  refer to
Amincor, Inc., and its subsidiaries.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This  Quarterly  Report on Form 10-Q contains  forward-looking  statements  that
involve substantial risks and uncertainties.  These  forward-looking  statements
are not  historical  facts,  but  rather  are  based  on  current  expectations,
estimates  and  projections  about  us,  our  industry,  our  beliefs,  and  our
assumptions.   Words  such  as  "anticipates,"  "expects,"  "intends,"  "plans,"
"believes," "seeks,"  "estimates," "would," "should,"  "scheduled,"  "projects,"
and variations of these words and similar  expressions  are intended to identify
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to risks, uncertainties,  and other factors, some of
which are beyond our control  and  difficult  to predict and could cause  actual
results  to  differ  materially  from  those  expressed  or  forecasted  in  the
forward-looking statements.

The forward-looking  statements in this Quarterly Report on Form 10-Q speak only
as of the date hereof and caution should be taken not to place undue reliance on
any such forward-looking  statements.  Forward-looking statements are subject to
certain  events,  risks  and  uncertainties  many of which  are  outside  of our
control.  When  considering  forward-looking  statements,  you should  carefully
review  the  risks,  uncertainties  and  other  cautionary  statements  in  this
Quarterly  Report on Form 10-Q as they identify certain  important  factors that
could cause  actual  results to differ  materially  from those  expressed  in or
implied by the forward-looking statements.  These factors include, among others,
the risks  described  below  under Item 1A Risk  Factors and  elsewhere  in this
Quarterly  Report on Form 10-Q. We do not undertake any obligation to update any
forward looking statements.

We  undertake  no  obligation  to revise or publicly  release the results of any
revisions  to  these  forward-looking  statements  or  information.  You  should
carefully  review  documents we file from time to time with the  Securities  and
Exchange  Commission.  A number of factors may  materially  affect our business,
financial condition,  operating results and prospects. These factors include but
are not  limited  to those  set  forth in our  Annual  Report  on Form  10-K and
elsewhere in this  Quarterly  Report on Form 10-Q.  Any one of these factors may
cause our actual  results to differ  materially  from recent results or from our
anticipated   future   results.   You  should  not  rely  too   heavily  on  the
forward-looking  statements  contained  in this  Quarterly  Report on Form 10-Q,
because these  forward-looking  statements are relevant only as of the date they
were made.

                       WHERE YOU CAN FIND MORE INFORMATION

We are required to file quarterly and annual reports and other  information with
the United States Securities and Exchange Commission  ("SEC").  You may read and
copy this information,  for a copying fee, at the SEC's Public Reference Room at
100  F  Street,   N.E.,   Washington,   D.C.  20549.  Please  call  the  SEC  at
1-800-SEC-0330  for more  information  on its  Public  Reference  Room.  Our SEC
filings will also be available to the public from commercial  document retrieval
services, and at the Web site maintained by the SEC at http://www.sec.gov.

Our Company website is located at http://www.amincorinc.com.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            Amincor, Inc. and Subsidiaries
                        Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                     September 30,          December 31,
                                                                         2012                   2011
                                                                     ------------           ------------
                                                                      (unaudited)            (audited)
                                                                                           (as restated)
<S>                                                                  <C>                    <C>
                                     ASSETS

CURRENT ASSETS:
  Cash                                                               $     33,243           $  1,286,240
  Accounts receivable, net of allowance of $1,906,784
   and $1,903,626 in 2012 and 2011, respectively                        8,653,925              8,005,935
  Inventories, net                                                      4,137,145              4,473,245
  Costs and estimated earnings in excess of billings
   on uncompleted contracts                                             1,081,830                381,931
  Prepaid expenses and other current assets                               706,576                936,027
  Current assets - discontinued operations                                435,809                  5,217
                                                                     ------------           ------------
      Total current assets                                             15,048,528             15,088,595
                                                                     ------------           ------------

PROPERTY AND EQUIPMENT, NET                                            14,310,011             11,633,966
PROPERTY AND EQUIPMENT, NET - DISCONTINUED OPERATIONS                          --                598,106
                                                                     ------------           ------------
      Total property and equipment, net                                14,310,011             12,232,072
                                                                     ------------           ------------
OTHER ASSETS:
  Mortgages receivable, net                                             6,000,000              6,000,000
  Goodwill                                                              8,111,488             15,882,388
  Other intangible assets, net                                          3,717,685              9,742,458
  Other assets                                                            121,757                513,305
  Assets held for sale                                                  2,667,433              2,667,433
  Other assets - discontinued operations                                       --                 75,000
                                                                     ------------           ------------
      Total other assets                                               20,618,363             34,880,584
                                                                     ------------           ------------

      Total assets                                                   $ 49,976,902           $ 62,201,251
                                                                     ============           ============
</TABLE>

                                       4
<PAGE>
                            Amincor, Inc. and Subsidiaries
                        Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                     September 30,          December 31,
                                                                         2012                   2011
                                                                     ------------           ------------
                                                                      (unaudited)            (audited)
                                                                                           (as restated)
<S>                                                                  <C>                    <C>
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                   $ 12,587,531           $ 10,206,720
  Assumed liabilities - current portion                                 1,980,909              2,088,899
  Accrued expenses and other current liabilities                        2,076,218              2,765,709
  Loans payable to related party - current portion                      1,843,201                838,485
  Notes payable - current portion                                       5,170,112              1,846,565
  Capital lease obligations - current portion                             297,875                220,274
  Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                1,310,231              1,105,741
  Deferred revenue                                                        655,239                666,558
  Current liabilities - discontinued operations                         4,360,985              4,569,594
                                                                     ------------           ------------
     Total current liabilities                                         30,282,301             24,308,545
                                                                     ------------           ------------
LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                            190,247                190,997
  Capital lease obligations - net of current portion                      563,307                543,617
  Loans payable to related party - net of current portion                 843,089                894,837
  Notes payable - net of current portion                                2,104,017              1,800,371
  Other long-term liabilities                                              18,313                 18,313
                                                                     ------------           ------------
      Total long-term liabilities                                       3,718,973              3,448,135
                                                                     ------------           ------------

      Total liabilities                                                34,001,274             27,756,680
                                                                     ------------           ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

AMINCOR SHAREHOLDERS' EQUITY:
  Convertible preferred stock, $0.001 par value per share;
   3,000,000 authorized, 1,752,823 issued and outstanding                   1,753                  1,753
  Common stock - class A; $0.001 par value;
   22,000,000 authorized, 7,478,409 issued and oustanding                   7,478                  7,478
  Common stock - class B; $0.001 par value;
   40,000,000 authorized, 21,245,190 issued and outstanding                21,245                 21,245
  Additional paid-in capital                                           87,306,265             87,025,332
  Accumulated deficit                                                 (68,636,105)           (50,038,363)
                                                                     ------------           ------------
      Total Amincor shareholders' equity                               18,700,636             37,017,445
                                                                     ------------           ------------

NONCONTROLLING INTEREST EQUITY                                         (2,725,008)            (2,572,874)
                                                                     ------------           ------------
      Total equity                                                     15,975,628             34,444,571
                                                                     ------------           ------------

      Total liabilities and shareholders' equity                     $ 49,976,902           $ 62,201,251
                                                                     ============           ============
</TABLE>

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

                                       5
<PAGE>
                         Amincor, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Operations
                  Nine Months Ended September 30, 2012 and 2011
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended September 30,     Nine Months Ended September 30,
                                                            --------------------------------     -------------------------------
                                                                 2012             2011               2012              2011
                                                             ------------     ------------       ------------      ------------
<S>                                                          <C>              <C>                <C>               <C>
Net revenues                                                 $ 14,313,167     $ 15,072,730       $ 41,269,430      $ 44,906,813

COST OF REVENUES                                               11,236,270       12,574,106         31,885,737        35,121,318
                                                             ------------     ------------       ------------      ------------

Gross profit                                                    3,076,897        2,498,624          9,383,693         9,785,495

SELLING, GENERAL AND ADMINISTRATIVE                             4,249,963        2,933,026         14,992,687        13,010,971
                                                             ------------     ------------       ------------      ------------

Loss from operations                                           (1,173,066)        (434,402)        (5,608,994)       (3,225,476)
                                                             ------------     ------------       ------------      ------------
OTHER EXPENSES (INCOME):
  Interest expense, net                                           216,586          188,637            533,644           487,277
  Other income                                                     13,199          104,363           (179,823)           10,951
  Impairment of goodwill and intangible assets                 12,583,396               --         12,583,396                --
                                                             ------------     ------------       ------------      ------------

      Total other expenses                                     12,813,181          293,000         12,937,217           498,228
                                                             ------------     ------------       ------------      ------------

Loss before provision for income taxes                        (13,986,247)        (727,402)       (18,546,211)       (3,723,704)

Provision for income taxes                                             --               --                 --                --
                                                             ------------     ------------       ------------      ------------

Net loss from continuing operations                           (13,986,247)        (727,402)       (18,546,211)       (3,723,704)
                                                             ------------     ------------       ------------      ------------

Loss from discontinued operations                                  (9,093)      (1,246,255)          (203,665)       (6,029,093)

      Net loss                                                (13,995,340)      (1,973,657)       (18,749,876)       (9,752,797)
                                                             ------------     ------------       ------------      ------------

      Net loss attributable to non-controlling interests          (40,028)        (303,807)          (152,134)         (480,985)
                                                             ------------     ------------       ------------      ------------

      Net loss attributable to Amincor stockholders          $(13,955,312)    $ (1,669,850)      $(18,597,742)     $ (9,271,812)
                                                             ============     ============       ============      ============
NET LOSS PER SHARE FROM CONTINUING OPERATIONS -
BASIC AND DILUTED:
  Net loss from continuing operations attributable to
   Amincor stockholders                                      $      (0.49)    $      (0.03)      $      (0.65)     $      (0.13)
                                                             ============     ============       ============      ============

  Weighted average shares outstanding - basic and diluted      28,723,599       28,723,599         28,723,599        28,723,599
                                                             ============     ============       ============      ============

NET LOSS PER SHARE ATTRIBUTABLE TO AMINCOR STOCKHOLDERS -
BASIC AND DILUTED:
  Net loss attributable to Amincor stockholders              $      (0.49)    $      (0.06)      $      (0.65)     $      (0.32)
                                                             ============     ============       ============      ============

  Weighted average shares outstanding - basic and diluted      28,723,599       28,723,599         28,723,599        28,723,599
                                                             ============     ============       ============      ============
</TABLE>

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

                                       6
<PAGE>
                         Amincor, Inc. and Subsidiaries
       Consolidated Condensed Statement of Changes in Shareholders' Equity
                  Nine Months Ended September 30, 2012 and 2011

<TABLE>
<CAPTION>
                                                                                Amincor, Inc. and Subsidiaries
                                                          ---------------------------------------------------------------------
                                                              Convertible             Common Stock -           Common Stock -
                                                            Preferred Stock              Class A                  Class B
                                                          ------------------       ------------------       -------------------
                                                          Shares      Amount       Shares      Amount       Shares       Amount
                                                          ------      ------       ------      ------       ------       ------
<S>                                                    <C>          <C>         <C>          <C>         <C>           <C>
Balance at December 31, 2010 (as restated) (audited)    1,752,823    $ 1,753     7,478,409    $ 7,478     21,245,190    $ 21,245
                                                        =========    =======     =========    =======     ==========    ========

Share based compensation                                       --         --            --         --             --          --

Net loss                                                       --         --            --         --             --          --
                                                        ---------    -------     ---------    -------     ----------    --------

Balance at September 30 , 2011 (unaudited)              1,752,823    $ 1,753     7,478,409    $ 7,478     21,245,190    $ 21,245
                                                        =========    =======     =========    =======     ==========    ========

Balance at December 31, 2011 (as restated) (audited)    1,753,823    $ 1,753     7,478,409    $ 7,478     21,245,190    $ 21,245
                                                        =========    =======     =========    =======     ==========    ========

Share based compensation                                       --         --            --         --             --          --

Net loss                                                       --         --            --         --             --          --
                                                        ---------    -------     ---------    -------     ----------    --------

Balance at September 30, 2012 (unaudited)               1,753,823    $ 1,753     7,478,409    $ 7,478     21,245,190    $ 21,245
                                                        =========    =======     =========    =======     ==========    ========

                                                        Amincor, Inc. and Subsidiaries
                                                        ------------------------------
                                                          Additional
                                                           Paid-in       Accumulated     Non-controlling       Total
                                                           Capital         Deficit          Interest           Equity
                                                           -------         -------          --------           ------

Balance at December 31, 2010 (as restated) (audited)     $86,465,332     $(28,075,512)     $(1,476,524)     $ 56,943,772
                                                         ===========     ============      ===========      ============

Share based compensation                                     356,946               --               --           356,946

Net loss                                                          --       (9,271,812)        (480,985)       (9,752,797)
                                                         -----------     ------------      -----------      ------------

Balance at September 30 , 2011 (unaudited)               $86,822,278     $(37,347,324)     $(1,957,509)     $ 47,547,921
                                                         ===========     ============      ===========      ============

Balance at December 31, 2011 (as restated) (audited)     $87,025,332     $(50,038,363)     $(2,572,874)     $ 34,444,571
                                                         ===========     ============      ===========      ============

Share based compensation                                     280,933               --               --           280,933

Net loss                                                          --      (18,597,742)        (152,134)      (18,749,876)
                                                         -----------     ------------      -----------      ------------

Balance at September 30, 2012 (unaudited)                $87,306,265     $(68,636,105)     $(2,725,008)     $ 15,975,628
                                                         ===========     ============      ===========      ============
</TABLE>

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

                                       7
<PAGE>
                         Amincor, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                  Nine Months Ended September 30, 2012 and 2011
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                    2012                   2011
                                                                                ------------           ------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                           $(18,546,211)          $ (3,723,704)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization of property and equipment                       1,115,700              1,523,549
     Amortization of intangible assets                                             1,212,277              1,427,802
     Amortization of deferred financing costs                                        117,369                117,369
     Impairment of goodwill and intangible assets                                 12,583,396                     --
     Stock based compensation                                                        280,933                356,947
     Gain on sale of equipment                                                       (97,126)               (73,689)
     Provision for (recovery of) doubtful accounts                                     3,159                 (8,600)
  Changes in assets and liabilities:
     Accounts receivable                                                            (651,149)            (1,740,797)
     Inventories                                                                     336,100             (1,178,526)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                      (699,899)              (674,945)
     Prepaid expenses and other current assets                                       827,838               (140,446)
     Other assets                                                                    274,179               (191,944)
     Accounts payable                                                              3,929,466              2,308,909
     Accrued expenses and other current liabilities                                 (689,491)              (642,719)
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                       204,490              1,627,690
     Deferred revenue                                                                (11,319)                    --
                                                                                ------------           ------------
NET CASH PROVIDED BY (USED IN) OPERATIONS - CONTINUING OPERATIONS                    189,712             (1,013,104)
                                                                                ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                             (3,131,651)              (174,554)
  Proceeds from sale of equipment                                                     97,126                113,220
                                                                                ------------           ------------
NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS                     (3,034,525)               (61,334)
                                                                                ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from (repayments to) related parties                                  952,968             (1,542,700)
  Principal payments of capital lease obligations                                   (157,197)              (103,954)
  (Borrowings from) repayments of notes payable                                   (1,463,425)               238,646
  Borrowings from notes payable                                                    2,537,970                     --
  Payments of assumed liabilities                                                   (108,740)              (791,039)
                                                                                ------------           ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES - CONTINUING OPERATIONS        1,761,576             (2,199,047)
                                                                                ------------           ------------
Net cash used in operating activities - discontinued operations                     (169,760)            (2,356,364)
Net cash provided by investing activities - discontinued operations                       --              3,845,000
Net cash used in financing activities - discontinued operations                           --               (179,965)
                                                                                ------------           ------------

Decrease in cash                                                                  (1,252,997)            (1,964,814)

Cash, beginning of period                                                          1,286,240              2,607,325
                                                                                ------------           ------------
Cash, end of period                                                             $     33,243           $    642,511
                                                                                ============           ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                                                      $     98,956           $    172,348
                                                                                ============           ============
  Income taxes                                                                  $     80,082           $     14,700
                                                                                ============           ============
Non-cash investing and financing activities:
  Financing of insurance policy by note payable                                 $  1,003,993           $         --
                                                                                ============           ============
  Conversion of accounts payable to term notes payable                          $  1,548,655           $         --
                                                                                ============           ============
  Acquisition of equipment by capital leases and notes payable                  $    254,488           $    203,191
                                                                                ============           ============
</TABLE>
              The accompanying notes are an integral part of these
                  consolidated condensed financial statements

                                       8
<PAGE>
                         Amincor, Inc. and Subsidiaries
              Notes to Consolidated Condensed Financial Statements


1. ORGANIZATION AND NATURE OF BUSINESS

Amincor,  Inc.  ("Amincor" or the "Company") was incorporated on October 8, 1997
and was dormant from 2002 through the end of 2009.  Amincor is  headquartered in
New York,  New York.  During  2010,  Amincor  acquired  all or a majority of the
outstanding stock of the following companies:

     Baker's Pride, Inc. ("BPI")
     Epic Sports International, Inc. ("ESI")
     Masonry Supply Holding Corp. ("Masonry" or "IMSC")
     Tulare Holdings, Inc. ("Tulare Holdings", or "Tulare")
     Tyree Holdings Corp. ("Tyree")

On January 3, 2011,  the Company  acquired all of the assets and assumed some of
the liabilities of Environmental  Testing  Laboratories,  Inc. ("ETL Business").
The Company assigned the ETL Business to Environmental  Quality  Services,  Inc.
("EQS").

As of September 30, 2012, the following are operating subsidiaries of Amincor:

     Baker's Pride, Inc.
     Tyree Holdings Corp.
     Environmental Quality Services, Inc.
     Advanced Waste & Water Technology, Inc. ("AWWT")
     Amincor Other Assets, Inc. ("Other Assets")
     Amincor Contracts Administrators, Inc. ("Contract Admin")

BPI

BPI manufactures bakery food products, primarily consisting of several varieties
of sliced and  packaged  private  label  bread in  addition  to fresh and frozen
varieties of cookies for a national  supermarket  and its food service  channels
throughout  the Midwest and Eastern  region of the United  States.  BPI operates
facilities  in  Burlington  and  Clear  Lake,  Iowa  and  is   headquartered  in
Burlington, Iowa.

TYREE

Tyree performs  maintenance,  repair and construction services to customers with
underground  petroleum storage tanks and petroleum product dispensing equipment.
Complimenting these services, Tyree is engaged in environmental consulting, site
assessment, analysis and management of site remediation for owners and operators
of property  with  petroleum  storage  facilities.  Tyree  markets its  services
throughout the Northeast,  Mid-Atlantic and Southern  California  regions of the
United States to national and multinational enterprises, as well as to local and
national  governmental  agencies  and  municipalities.  The  majority of Tyree's
revenue is derived from customers in the  Northeastern  United  States.  Tyree's
headquarters are located in Mt. Laurel, New Jersey.

                                       9
<PAGE>
EQS

EQS provides  environmental  and  hazardous  waste  testing in the  Northeastern
United States, and is headquartered in Farmingdale, New York.

AWWT

AWWT  provides  waste and water  remediation  services in the  Northeast  United
States, and is headquartered in Farmingdale, New York.

OTHER ASSETS

Other  Assets  was  incorporated  to  hold  real  estate,   equipment  and  loan
receivables.  As of  September  30, 2012,  all of Other  Assets' real estate and
equipment are classified as held for sale.

CONTRACT ADMIN

Contract Admin was  incorporated to manage  contracts which were entered into by
Amincor but performed by Tyree.

DISCONTINUED OPERATIONS

During the year ended December 31, 2011,  Amincor  adopted a plan to discontinue
the operations of the following entities within twelve months:

     Masonry Supply Holding Corp.
     Tulare Holdings, Inc.
     Epic Sports International, Inc.

MASONRY

Masonry  manufactured  and  distributed  concrete and  lightweight  block to the
construction  industry.  IMSC also  operated a retail home center and  showroom,
where it sold  masonry  related  products,  hardware  and  building  supplies to
customers. Masonry's headquarters,  showroom and operating facility were located
in Pelham Manor, New York.

TULARE HOLDINGS

Tulare prepared and packaged frozen vegetables (primarily spinach), from produce
supplied by growers, for the food service and retail markets throughout southern
California and the southwestern United States.  Tulare sold to retailers under a
private  label,  and to food  brokers and retail  food  stores  under the Tulare
Frozen Foods label. Tulare's headquarters and processing facility was located in
Lindsay, California.

                                       10
<PAGE>
ESI

ESI was the worldwide  licensee for the Volkl and Boris Becker Tennis brands. In
2010, ESI became the exclusive sales representative of Volkl and Becker products
for Samsung C&T  America,  Inc.  ESI sold their  products  domestically  through
retailers  located  throughout the United States,  and  internationally  through
International  Distributors  who would sell to retailers in their local  markets
and on-line retailers. ESI was headquartered in New York, New York.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  condensed financial statements of the
Company  have  been  prepared  pursuant  to the  rules  and  regulations  of the
Securities and Exchange  Commission.  Certain  information and note  disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally  accepted  accounting  principles  in the  United  States  of  America
("GAAP") have been condensed or omitted pursuant to those rules and regulations,
although  the Company  believes  that the  disclosures  are adequate to make the
information  not  misleading.  In the  opinion of  management,  all  adjustments
necessary  for a fair  statement  of the  results of  operations  and  financial
position for the periods presented have been reflected as required by Regulation
S-X.  The  results  of  operations  for  the  interim  period  presented  is not
necessarily indicative of the results of operations to be expected for the year.
These consolidated  condensed financial statements should be read in conjunction
with Amincor's Annual Report on Form 10-K for the fiscal year ended December 31,
2011 which includes the audited  consolidated or combined  financial  statements
for the three years ended December 31, 2011.

PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of Amincor,
Inc. and all of its consolidated  subsidiaries.  All  intercompany  balances and
transactions have been eliminated in consolidation.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make estimates and assumptions  that affect the reported amount of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the financial  statements,  and the reported  amounts of revenues
and expenses during the reporting  periods.  Significant  estimates  include the
valuation of goodwill and  intangible  assets,  the useful lives of tangible and
intangible  assets,   depreciation  and  amortization  of  property,  plant  and
equipment,   allowances  for  doubtful  accounts  and  inventory   obsolescence,
estimates  related  to  completion  of  contracts  and  loss   contingencies  on
particular  uncompleted  contracts and the  valuation  allowance on deferred tax
assets. Actual results could differ from those estimates.

                                       11
<PAGE>
REVENUE RECOGNITION

BPI

Revenue is  recognized  from product sales when goods are delivered to the BPI's
shipping  dock,  and are made  available for pick-up by the  customer,  at which
point title and risk of loss pass to the customer.  Customer sales discounts are
accounted for as reductions in revenues in the same period the related sales are
recorded.

TYREE

Maintenance  and repair  services for several  retail  petroleum  customers  are
performed under  multi-year,  unit price contracts  ("Tyree  Contracts").  Under
these  agreements,  the customer pays a set price per contracted retail location
per month and Tyree provides a defined scope of maintenance  and repair services
at these  locations on an on-call or as scheduled  basis.  Revenue  earned under
Tyree  Contracts is recognized  each month at the  prevailing  per location unit
price. Revenue from other maintenance and repair services is recognized as these
services are rendered.

Tyree  uses  the  percentage-of-completion   method  on  construction  services,
measured by the  percentage of total costs  incurred to date to estimated  total
costs for each contract.  This method is used because management considers costs
to date to be the best available measure of progress on these contracts.

Provisions for estimated losses on uncompleted  contracts are made in the period
in which overall  contract losses become  probable.  Changes in job performance,
job conditions and estimated  profitability,  including those arising from final
contract  settlements,  may  result  in  revisions  to costs and  income.  These
revisions are recognized in the period in which it is probable that the customer
will approve the variation  and the amount of revenue  arising from the revision
can be reliably  measured.  An amount equal to contract  costs  attributable  to
claims is included in revenues when  negotiations  have reached an advance stage
such that it is probable  that the customer will accept the claim and the amount
can be measured reliably.

The asset  account  "Costs  and  estimated  earnings  in excess of  billings  on
uncompleted  contracts,"  represents  revenues  recognized  in excess of amounts
billed.

The liability  account,  "Billings in excess of cost and  estimated  earnings on
uncompleted contracts," represents billings in excess of revenues recognized.

EQS

EQS  provides  environmental  testing  for its clients  that range from  smaller
engineering and contractors to well known  petroleum  companies.  EQS submits an
invoice with each report it distributes to its clients. Revenue is recognized as
testing services are performed.

                                       12
<PAGE>
AWWT

AWWT provides  water  remediation  and logistics  services for its clients which
include any business that produces waste water.  AWWT invoices  clients based on
bills of lading which specify the quantity and type of water treated. Revenue is
recognized as water remediation services are performed.

ACCOUNTS RECEIVABLE

Accounts receivable are recorded net of an allowance for doubtful accounts.  The
credit  worthiness of customers is analyzed based on historical  experience,  as
well as the  prevailing  business and  economic  environment.  An allowance  for
doubtful   accounts  is  established   and  determined   based  on  management's
assessments of known requirements,  aging of receivables,  payment history,  the
customer's current credit worthiness and the economic environment.  Accounts are
written  off  when  significantly  past  due and  after  exhaustive  efforts  at
collection.  Recoveries  of  accounts  receivables  previously  written  off are
recorded as income when subsequently collected.

Tyree's accounts receivable for maintenance and repair services and construction
contracts are recorded at the invoiced  amount and do not bear interest.  Tyree,
BPI and EQS extend  unsecured  credit to  customers  in the  ordinary  course of
business but mitigate  the  associated  risks by  performing  credit  checks and
actively  pursuing  past due  accounts.  Tyree  follows  the  practice of filing
statutory  "mechanics" liens on construction  projects where collection problems
are anticipated.

MORTGAGES RECEIVABLE

The mortgages  receivable consist of commercial loans collateralized by property
in Pelham Manor,  New York.  The loans were  non-performing  and property was in
foreclosure as of September 30, 2012. The value of the mortgages is based on the
fair value of the collateral.

ALLOWANCE FOR LOAN LOSSES

An  allowance  for loan losses is  established  as losses are  estimated to have
occurred  through a provision for loan losses charged to  operations.  A loan is
determined  to be  non-accrual  when it is probable that  scheduled  payments of
principal  and  interest  will  not  be  received  when  due  according  to  the
contractual  terms of the loan  agreement.  When a loan is placed on non-accrual
status, all accrued yet uncollected  interest is reversed from income.  Payments
received on non-accrual loans are generally applied to the outstanding principal
balance. Loans are removed from non-accrual status when management believes that
the borrower will resume making the payments required by the loan agreement.

                                       13
<PAGE>
INVENTORIES

Inventories  are  stated  at the lower of cost or  market  using  the  first-in,
first-out  method.  Market is determined  based on the net realizable value with
appropriate  consideration  given to  obsolescence,  excessive  levels and other
market factors.  An inventory  reserve is recorded if the carrying amount of the
inventory exceeds its estimated market value.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated at cost and the  related  depreciation  is
computed using the  straight-line  method over the estimated useful lives of the
respective  assets.  Expenditures  for  repairs and  maintenance  are charged to
operations as incurred. Renewals and betterments are capitalized.  Upon the sale
or retirement of an asset,  the related costs and accumulated  depreciation  are
removed from the accounts and any gain or loss is  recognized  in the results of
operations.

Leasehold  improvements  are amortized  over the lesser of the estimated life of
the asset or the lease term.

GOODWILL AND INTANGIBLE ASSETS

Goodwill  represents  the cost of acquiring a business that exceeds the net fair
value  ascribed  to  its  identifiable  assets  and  liabilities.  Goodwill  and
indefinite-lived  intangibles are not subject to amortization but are tested for
impairment  annually  and whenever  events or  circumstances  change,  such as a
significant  adverse  change in the  economic  climate  that  would make it more
likely than not that  impairment  may have  occurred.  If the carrying  value of
goodwill or an  indefinite-lived  intangible  asset  exceeds its fair value,  an
impairment loss is recognized.

On July 16, 2012,  BPI was notified  that Aldi,  Inc.  ("Aldi"),  BPI's  primary
customer  would be  terminating  its contract  with the Company as of the end of
October 2012 due to BPI's  inability to meet certain  pricing,  cost and product
offering needs.  Consequently,  BPI performed an impairment  study and concluded
that BPI's goodwill and intangible  assets were fully impaired,  due to the loss
of this customer.

Intangible  assets  with  finite  lives are  recorded  at cost less  accumulated
amortization.  Finite-lived  tangible  assets are  amortized on a  straight-line
basis over the expected useful lives of the respective assets.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  evaluates the fair value of long-lived assets on an annual basis or
whenever events or changes in  circumstances  indicate that its carrying amounts
may not be recoverable.  Accordingly, any impairment of value is recognized when
the carrying amount of a long-lived asset exceeds its fair value.

                                       14
<PAGE>
EARNINGS (LOSS) PER SHARE

Basic  earnings  (loss) per share is  computed  by  dividing  net income  (loss)
available to common stockholders by the weighted-average number of common shares
outstanding  for the period.  Diluted  earnings  (loss) per share  considers the
potential  dilution that could occur if  securities or other  contracts to issue
common  stock were  exercised  or could  otherwise  cause the issuance of common
stock. Such contracts  include stock options,  convertible notes and convertible
preferred stock, which when exercised or converted into common stock would cause
the  issuance of common  stock that then would share in  earnings  (loss).  Such
potential  additional  common shares are included in the  computation of diluted
earnings per share. Diluted loss per share is not computed because any potential
additional  common shares would reduce the reported loss per share and therefore
have an antidilutive effect.

SHARE-BASED COMPENSATION

All  share-based  awards are measured  based on their grant date fair values and
are charged to expenses over the period  during which the required  services are
provided in exchange for the award (the vesting period).  Share-based awards are
subject to specific vesting conditions. Compensation cost is recognized over the
vesting  period based on the grant date fair value of the awards and the portion
of the award that is ultimately expected to vest.

GOING CONCERN

The accompanying  consolidated condensed financial statements have been prepared
assuming the Company will continue as a going concern. The future of the Company
is dependent  upon its ability to generate  revenues and positive cash flow from
its  continuing  operations  and raise  debt and  equity  funds.  The  financial
statements do not include any adjustments  relating to the recoverability of the
Company's  assets or the  payment of its  liabilities  in the event the  Company
cannot continue in existence.

RECLASSIFICATIONS

Certain  reclassifications  have  been  made to the  prior  year's  consolidated
condensed financial statements to conform to the current year's presentation.

3. DISCONTINUED OPERATIONS

Effective June 30, 2011 the Company  discontinued  the operations of Masonry and
Tulare Holdings, Inc., and effective September 30, 2011 the Company discontinued
the  operations  of Epic Sports  International,  Inc.  As a result,  losses from
Masonry, Tulare and ESI are included in the loss from discontinued operations in
the accompanying  consolidated  condensed financial statements for the three and
nine  months  ended  September  30,  2012 and  2011,  respectively.  Assets  and
liabilities related to discontinued  operations are presented  separately on the
condensed balance sheets as of September 30, 2012 and December 31, 2011. Changes

                                       15
<PAGE>
in net cash from  discontinued  operations  are  presented  in the  accompanying
condensed  statements of cash flows for the nine months ended September 30, 2012
and 2011,  respectively.  All prior period  information has been reclassified to
conform to the current period presentation.

The following  amounts  related to Masonry,  Tulare and ESI have been segregated
from continuing operations and reported as discontinued operations:

<TABLE>
<CAPTION>
                                               Three Months Ended September 30,     Nine Months Ended September 30,
                                               --------------------------------     -------------------------------
                                                    2012              2011              2012               2011
                                                ------------      ------------      ------------       ------------
<S>                                             <C>               <C>               <C>                <C>
Results From Discontinued Operations:
  Net revenues from discontinued operations     $         --      $     28,321      $      1,983       $  4,600,040
                                                ============      ============      ============       ============
  Loss from discontinued operations             $     (9,093)     $ (1,246,255)     $   (203,665)      $ (6,029,093)
                                                ============      ============      ============       ============
</TABLE>

The  following is a summary of the assets and  liabilities  of the  discontinued
operations,  excluding assets held for sale (which is recorded separately on the
consolidated condensed balance sheets).

<TABLE>
<CAPTION>
                                                  September 30,           December 31,
                                                      2012                   2011
                                                  ------------           ------------
<S>                                               <C>                    <C>
Accounts receivable                               $      2,612           $         --
Prepaid expenses and other current assets              433,197                  5,217
Property, plant and equipment, net                          --                598,106
Other assets                                                --                 75,000
                                                  ------------           ------------
Total assets                                      $    435,809           $    678,323
                                                  ============           ============

Accounts payable                                  $  3,477,372           $  3,661,771
Accrued expenses and other current liabilities         883,613                907,823
                                                  ------------           ------------
Total Liabilities                                 $  4,360,985           $  4,569,594
                                                  ============           ============
Net Liabilities                                   $ (3,925,176)          $ (3,891,271)
                                                  ============           ============
</TABLE>

The Company  continues to provide  administrative  services for the discontinued
operations until the liquidation of these assets is completed.

4. INVENTORIES

Inventories consist of:

     *    Construction and service maintenance parts
     *    Baking ingredients
     *    Finished bakery goods

A summary of inventory as of September 30, 2012 and December 31, 2011 is below:

                                       16
<PAGE>
                                               September 30,        December 31,
                                                   2012                2011
                                                ----------          ----------
Raw materials                                   $3,810,499          $4,321,380
Ingredients                                        639,477             637,153
Finished goods                                     234,040              91,405
                                                ----------          ----------
                                                 4,684,016           5,049,938
Inventory reserves                                 546,871             576,693
                                                ----------          ----------
Inventories, net                                $4,137,145          $4,473,245
                                                ==========          ==========

5. PROPERTY AND EQUIPMENT

As of  September  30, 2012 and December 31, 2011  property  and  equipment  from
continuing operations consisted of the following:

<TABLE>
<CAPTION>
                                        Useful Lives       September 30,       December 31,
                                          (Years)              2012               2011
                                        ------------       ------------       ------------
<S>                                    <C>                 <C>                <C>
Land                                        n/a            $    430,000       $    430,000
Machinery and equipment                    2-10              16,082,707         12,840,288
Furniture and fixtures                     5-10                 123,403            110,439
Building and leasehold improvements          10               3,362,068          3,226,010
Computer equipment and software             5-7                 909,997            804,010
Construction in progress                    n/a                  14,801             14,801
Vehicles                                   3-10                 334,415            212,093
                                                           ------------       ------------
                                                             21,257,391         17,637,641
Less accumulated depreciation                                 6,947,380          6,003,675
                                                           ------------       ------------
                                                           $ 14,310,011       $ 11,633,966
                                                           ============       ============
</TABLE>

Total  depreciation  expense  related to continuing  operations  for nine months
ended September 30, 2012 and 2011 was $1,115,700 and $1,523,549, respectively.

6.  GOODWILL AND INTANGIBLE ASSETS

On July 16, 2012,  BPI was notified that Aldi,  BPI's primary  customer would be
terminating  its contract  with the Company as of the end of October 2012 due to
BPI's  inability to meet certain  pricing,  cost and product  offering needs. As
such,  BPI performed an impairment  study and concluded  that BPI's goodwill and
intangible  assets  were fully  impaired.  The Company  recorded  an  impairment
expense of $7,770,900 and  $4,812,496  for BPI's goodwill and intangible  assets
(customer relationships), respectively, in the third quarter of 2012.

Goodwill of $8,111,488  and  $15,882,388  at September 30, 2012 and December 31,
2011, respectively, and licenses and permits (an intangible asset) of $3,430,400
at September 30, 2012 and December 31, 2011,  have  indefinite  useful lives and

                                       17
<PAGE>
are not being amortized but tested for impairment  annually or whenever an event
occurs  that may  indicate a  significant  decrease  in the market  value of the
assets has taken place.

Intangible  assets with finite  useful lives are  amortized  on a  straight-line
basis over the useful  lives of the  assets.  Intangible  assets  consist of the
following at September 30, 2012 and December 31, 2011:

<TABLE>
<CAPTION>
                                                Esimated
                                              Useful Lives    September 30,      December 31,
                                                (Years)           2012              2011
                                              ------------    ------------      ------------
<S>                                          <C>              <C>               <C>
Intangible assets subject to amortization
Customer relationships                           5-10         $ 1,327,700       $ 8,976,700
Non-competition agreements                          5           5,886,300         5,886,300
                                                              -----------       -----------
                                                                7,214,000        14,863,000
Less accumulated amortization                                   6,926,715         8,550,942
                                                              -----------       -----------
Intangible assets subject to amortization, net                    287,285         6,312,058
Intangible assets not subject to amortization
Licenses and permits                                            3,430,400         3,430,400
                                                              -----------       -----------
Intangible assets, net                                        $ 3,717,685       $ 9,742,458
                                                              ===========       ===========
</TABLE>

The above licenses and permits have renewal  provisions  which are generally one
to four years.  At September 30, 2012, the  weighted-average  period to the next
renewal was ten months.  The costs of renewal are nominal and are expensed  when
incurred. The Company intends to renew all licenses and permits currently held.

Amortization expense related to continuing  operations for the nine months ended
September 30, 2012 and 2011 was $1,212,277 and $1,427,802, respectively.

7. LONG-TERM DEBT

Long-term  debt  consists of the following at September 30, 2012 and December 31
2011:

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                September 30,          December 31,
                                                                    2012                  2011
                                                                 ----------            ----------
<S>                                                             <C>                   <C>
Equipment loans payable,  collateralized  by the assets
purchased,  and bearing  interest at annual fixed rates
ranging  from  8.0% to 15.0%  as of June  30,  2011 and
December 31, 2010, with principal and interest  payable
in installments through July 2014                                $  696,449            $  820,251

Promissory notes payable, with zero interest to current
accounts payable vendors.  Payment terms are from 12 to
36 months                                                         2,956,007             1,956,067

Promissory  notes payable,  with accrued  interest,  to
three former  stockholders  of a  predecessor  company.
These notes are  unsecured and are  subordinate  to the
Company's senior debt. The notes mature on December 31,
2012 and bear interest at an annual rate of 6.0%                    500,000               500,000

Note payable to a commercial  bank.  Payable in monthly
installments   of  principal  and  interest  of  $6,198
through March 2015. The annual interest rate is 7.25%
Note payable for commercial insurance premium financing
with a  finance  company,  bearing  interest  at 2.45%,
secured by all sums  payable to the  insured  under the
policy. The note matures November 30, 2012.                         246,594               370,618

Bridge loan with a commercial bank,  collateralized  by
property,  plant and  equipment  in  addition to assets
purchased, and bearing interest at 2.75% above the U.S.
Prime  Rate with a floor of 5.0% and a ceiling of 7.0%.
The loan matures on May 31, 2013                                    337,109                    --

Total                                                             2,537,970                    --

Less current portion                                              7,274,129             3,646,936

Long-term portion                                                 5,170,112             1,846,565
                                                                 ----------            ----------
                                                                 $2,104,017            $1,800,371
                                                                 ==========            ==========
</TABLE>

8. RELATED PARTY LOANS

Related  parties are natural  persons or other  entities  that have the ability,
directly  or  indirectly,  to  control  another  party or  exercise  significant
influence  over the other party in making  financial  and  operating  decisions.
Related parties include other parties that are subject to common control or that
are subject to common significant influences.

Loans from a related  party  consist of the  following at September 30, 2012 and
December 31, 2011:

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                September 30,          December 31,
                                                                    2012                  2011
                                                                 ----------            ----------
<S>                                                             <C>                   <C>
Loan  and  security  agreement  with  Capstone  Capital
Group,  LLC which  expires on November 1, 2013  bearing
interest  at  18%  per  annum.   Maximum  borrowing  of
$1,000,000                                                       $1,001,346            $  338,908

Loan  and  security  agreement  with  Capstone  Capital
Group,  LLC  which  expires  on May  15,  2015  bearing
interest  at  18%  per  annum.   Maximum  borrowing  of
$1,000,000                                                          841,855               499,577
                                                                 ----------            ----------
Total loans and amounts payable to related parties               $1,843,201            $  838,485
                                                                 ==========            ==========
</TABLE>

Interest  expense for these loans amounted to $258,150 and $132,711 for the nine
months ended September 30, 2012 and 2011, respectively.

9. CORRECTION OF SHARES OF COMMON STOCK ISSUED

On June 27, 2012, the Company issued 68,928 shares of Class B common shares as a
correction of the amount of shares issued on the Company's  Payment in Kind date
of December  31,  2009.  Management  discovered  a  calculation  error and these
additional Class B common shares were issued to accurately  represent the number
of shares owned by the  shareholder.  As a result,  the amount of Class B shares
outstanding as of December 31, 2011 and the weighted average shares  outstanding
for the nine months ended September 30, 2011 have been restated. This correction
is de minimus and had no  discernible  effect on  previously  reported  loss per
share.

10. OPERATING SEGMENTS

The Company is organized into seven operating segments:  (1) Amincor,  (2) Other
Assets,  (3) Contract Admin,  (4) BPI, (5) EQS, (6) AWWT, and (7) Tyree.  Assets
related to  discontinued  operations  ("Disc.  Ops") are also  presented  below.
Segment information is as follows:

                                             September 30,          December 31,
                                                 2012                  2011
                                             ------------          ------------
TOTAL ASSETS:
  Amincor                                    $    116,225          $    536,061
  Other Assets                                  8,667,434             8,667,433
  Contract Admin                                       --                    --
  BPI                                          14,239,047            24,851,264
  EQS                                           1,235,371             1,298,597
  Tyree                                        25,282,018            26,169,574
  AWWT                                                998
  Disc. Ops                                       435,809               678,322
                                             ------------          ------------
Total assets                                 $ 49,976,902          $ 62,201,251
                                             ============          ============

                                       20
<PAGE>
                                             September 30,          December 31,
                                                 2012                  2011
                                             ------------          ------------
TOTAL GOODWILL:
  Amincor                                    $         --          $         --
  Other Assets                                         --                    --
  Contract Admin                                       --                    --
  BPI                                                  --             7,770,900
  EQS                                             535,988               535,988
  AWWT                                                 --                    --
  Tyree                                         7,575,500             7,575,500
                                             ------------          ------------
Total goodwill                               $  8,111,488          $ 15,882,388
                                             ============          ============

                                             September 30,          December 31,
                                                 2012                  2011
                                             ------------          ------------
TOTAL INTANGIBLE ASSETS:
  Amincor                                    $         --          $         --
  Other Assets                                         --                    --
  Contract Admin                                       --                    --
  BPI                                                  --             5,194,946
  EQS                                             135,000               135,000
  AWWT                                                 --                    --
  Tyree                                         3,582,685             4,412,512
                                             ------------          ------------
Total intangible assets                      $  3,717,685          $  9,742,458
                                             ============          ============

<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,     Nine Months Ended September 30,
                                                   --------------------------------     -------------------------------
                                                       2012              2011               2012              2011
                                                   ------------      ------------       ------------      ------------
<S>                                                <C>               <C>                <C>               <C>
NET REVENUES:
  Amincor                                          $         --      $         --       $         --      $         --
  Other Assets                                               --                --                 --                --
  Contract Admin                                             --                --                 --                --
  BPI                                                 3,977,989         3,968,096         12,349,973        11,228,743
  EQS                                                   165,408           260,839            620,950           778,501
  AWWT                                                      686                --              3,936                --
  Tyree                                              10,169,084        10,843,795         28,294,571        32,899,569
                                                   ------------      ------------       ------------      ------------
Net revenues                                       $ 14,313,167      $ 15,072,730       $ 41,269,430      $ 44,906,813
                                                   ============      ============       ============      ============
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,     Nine Months Ended September 30,
                                                   --------------------------------     -------------------------------
                                                       2012              2011               2012              2011
                                                   ------------      ------------       ------------      ------------
<S>                                                <C>               <C>                <C>               <C>
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES:
  Amincor                                          $    548,241      $  1,228,372       $    440,204      $   (768,136)
  Other Assets                                           26,743          (244,433)           (29,656)          443,169
  Contract Admin                                             --                --               (592)              395
  BPI                                               (13,709,169)         (245,313)       (15,420,252)         (403,893)
  EQS                                                     5,913          (187,888)          (340,640)         (396,873)
  AWWT                                                   (8,991)               --             (9,323)               --
  Tyree                                                (848,984)       (1,278,140)        (3,185,952)       (2,598,366)
                                                   ------------      ------------       ------------      ------------
Income (loss) before Provision for Income Taxes    $(13,986,247)     $   (727,402)      $(18,546,211)     $ (3,723,704)
                                                   ============      ============       ============      ============

                                                   Three Months Ended September 30,     Nine Months Ended September 30,
                                                   --------------------------------     -------------------------------
                                                       2012              2011               2012              2011
                                                   ------------      ------------       ------------      ------------
DEPRECIATION OF PROPERTY AND EQUIPMENT:
  Amincor                                          $         --      $         --       $         --      $         --
  Other Assets                                               --           250,021                 --           750,063
  Contract Admin                                             --                --                 --                --
  BPI                                                   213,742             2,755            628,043             5,896
  EQS                                                    22,915            25,643             68,574            76,390
  AWWT                                                       --                --                 --                --
  Tyree                                                 139,056           215,502            419,083           691,200
                                                   ------------      ------------       ------------      ------------
Total depreciation of property and equipment       $    375,713      $    493,921       $  1,115,700      $  1,523,549
                                                   ============      ============       ============      ============

                                                   Three Months Ended September 30,     Nine Months Ended September 30,
                                                   --------------------------------     -------------------------------
                                                       2012              2011               2012              2011
                                                   ------------      ------------       ------------      ------------
AMORTIZATION OF INTANGIBLE ASSETS:
  Amincor                                          $         --      $         --       $         --      $         --
  Other Assets                                               --                --                 --                --
  Contract Admin                                             --                --                 --                --
  BPI                                                        --           191,225            382,450           573,675
  EQS                                                        --             8,100                 --            24,300
  AWWT                                                       --                --                 --
  Tyree                                                 276,609           276,609            829,827           829,827
                                                   ------------      ------------       ------------      ------------
Total amortization of intangible assets            $    276,609      $    475,934       $  1,212,277      $  1,427,802
                                                   ============      ============       ============      ============
</TABLE>

                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,     Nine Months Ended September 30,
                                                   --------------------------------     -------------------------------
                                                       2012              2011               2012              2011
                                                   ------------      ------------       ------------      ------------
<S>                                                <C>               <C>                <C>               <C>
INTEREST (INCOME) EXPENSE:
  Amincor                                          $    (94,385)     $    (64,927)      $   (262,521)     $   (205,556)
  Other Assets                                           (7,068)               --            (20,941)
  Contract Admin                                             --                --
  BPI                                                   153,520            66,261            381,657           197,430
  EQS                                                    21,720            31,810             61,577            44,382
  AWWT                                                       59                --                 61
  Tyree                                                 142,740           155,493            373,811           451,021
                                                   ------------      ------------       ------------      ------------
Total interest expense, net                        $    216,586      $    188,637       $    533,644      $    487,277
                                                   ============      ============       ============      ============
</TABLE>

11. CONTINGENCIES

BPI

In order to secure Baker's  Pride's USDA loan,  BPI had a Phase I  environmental
site assessment done on the property where the Mt. Pleasant Street Bakery,  Inc.
resides (the  "Property") as required by BPI's  prospective  lender.  The study,
completed  on  October  7,  2011,  recommended  a Phase  II  environmental  site
assessment  on the  grounds  that there were  underground  storage  tanks on the
premises that did not have any record of being removed in addition to showing an
environmental  hazard on property  adjacent to the Mt.  Pleasant  Street  Bakery
caused  by  the  operations  of the  adjacent  property  owners.  The  Phase  II
environmental  site  assessment  was  completed  on  October  31,  2011  and was
submitted to the Iowa Department of Natural  Resources  ("IDNR") for its review.
IDNR  requested a Tier 2 site cleanup report be issued and completed in order to
better  understand  what  environmental  hazard exists on the Property.  At this
time, the potential  liability is estimated to be  approximately  $115,000.  The
remediation  work is 100% eligible for a refund from IDNR's  Innocent  Landowner
Fund. A liability has been recorded on BPI's balance sheet for this amount and a
corresponding  asset was also recorded to reflect the future  expense and refund
to be incurred by BPI.

TYREE

On December 5, 2011, Tyree's largest customer,  Getty Petroleum Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court for the Southern  District of New York. As of that date, Tyree
has a pre-petition receivable of $1,515,401.27. This pre-petition receivable has
been fully  reserved for in the  Company's  allowance for doubtful  accounts.  A
Proof of Claim was filed with the Bankruptcy court on Tuesday, April 10, 2012.

On August 27, 2012, the United States Bankruptcy Court for the Southern District
of New York  confirmed  GPMI's  Chapter  11 plan of  liquidation  offered by its
unsecured creditors  committee,  overruling the remaining  objections.  The plan
provides for all of the debtors' property to be liquidated over time and for the

                                       23
<PAGE>
proceeds  to be  allocated  to  creditors.  Any  assets not  distributed  by the
effective  date  will be held  by a  liquidating  trust  and  administered  by a
liquidation trustee,  who will be responsible for liquidating assets,  resolving
disputed claims,  making  distributions,  pursuing reserved causes of action and
winding up GPMI's affairs. As an unsecured creditor,  Tyree may never collect or
may only collect a small percentage of the pre-petition amounts owed.

ESI

The Volkl license  agreement was terminated in September  2011 and  concurrently
the Strategic Alliance  Agreement with Samsung America CT, Inc.  ("Samsung") was
also terminated.  In the year of the termination,  the Volkl agreement  provides
for a minimum  guaranteed  royalty  payment of (Euro)  400,000;  which is (Euro)
200,000 in excess of the guaranteed  minimum royalty.  As of September 30, 2012,
ESI has paid (Euro)  100,000 of the guaranteed  minimum  royalty and recorded an
additional  (Euro)  100,000 as an accrued  liability.  Management  has initiated
counterclaims against the various parties seeking damages for, including but not
limited to infringement,  improper use of company assets and breach of fiduciary
duty.  As of  September  30,  2012,  the  disposal  period as defined  under the
Strategic Alliance  agreement has ended.  Management does not believe additional
liabilities  resulting from  terminating the strategic  alliance  agreement with
Samsung are likely.  Therefore, no additional amounts have been accrued in these
financial statements as of September 30, 2012.

As of this Report, the case continues to be litigated and Management will update
accordingly.

LEGAL PROCEEDINGS

AMINCOR

On July 6, 2012, SFR Holdings, Ltd., Eden Rock Finance Master Limited, Eden Rock
Asset Based Lending Master Ltd., Eden Rock  Unleveraged  Finance Master Limited,
SHK Asset Backed Finance  Limited,  Cannonball  Plus Fund Limited and Cannonball
Stability Fund, LP (collectively,  the "Plaintiffs")  commenced an action in the
Supreme Court of the State of New York County of New York against Amincor, Inc.,
Amincor Other Assets,  Inc.,  their  officers and  directors,  John R. Rice III,
Joseph F.  Ingrassia and Robert L. Olson and various other  entities  affiliated
with or  controlled  directly  or  indirectly  by John R. Rice III and Joseph F.
Ingrassia  (collectively  the  "Defendants").  Plaintiffs allege that Defendants
engaged in wrongful acts,  including  fraudulent  inducement,  fraud,  breach of
fiduciary duty, unjust enrichment, fraudulent conveyance and breach of contract.
Plaintiffs are seeking  compensatory  damages in an amount in excess of $150,000
to be determined at trial.  Defendants believe that this lawsuit has no merit or
basis and intend to vigorously defend it.

On  September  28,  2012,  Sean  Frost  ("Frost")  filed a  Complaint  to Compel
Arbitration  Regarding Breach of Employment Contract and Related Breach of Labor
Code Claims and For an Award of  Compensatory  Damages in the Superior  Court of

                                       24
<PAGE>
the State of California,  County of San Diego against Epic Sports  International
Inc., Amincor, Inc. and Joseph Ingrassia (collectively,  the "Defendants").  The
first  cause  of  action  is  a  petition  to  compel   arbitration  for  unpaid
compensation and benefits pursuant to Frost's employment  agreement.  The second
cause of action is for breach of contract for alleged  non-payment  of expenses,
vacation days and assumption of certain debts.  The third cause of action is for
violation of the  California  Labor Code for failure to pay wages due and owing.
Frost is seeking  among other  things,  damages,  attorneys'  fees and costs and
expenses.  Defendants believe that this lawsuit has no merit or basis and intend
to vigorously defend it.

TYREE

Tyree's  services  are  regulated  by federal,  state and local laws  enacted to
regulate   discharge  of  materials   into  the   environment,   remediation  of
contaminated  soil and groundwater or otherwise  protect the  environment.  This
ongoing regulation results in Tyree or Tyree's  predecessor  companies being put
at risk at becoming a party to legal  proceedings  involving  customers or other
interested parties. The issues involved in such proceedings  generally relate to
alleged  responsibility  arising  under  federal  or  state  laws  to  remediate
contamination  at  properties  owned or  operated  either by  current  or former
customers or by other parties who allege damages.  To limit its exposure to such
proceedings, Tyree purchases, for itself and Tyree's predecessor companies, site
pollution, pollution and professional liability insurance. Aggregate limits, per
occurrence  limits and deductibles for this policy are  $10,000,000,  $5,000,000
and $50,000, respectively.

Tyree and its  subsidiaries  are,  from time to time,  involved in ordinary  and
routine litigation.  Management  presently believes that the ultimate outcome of
these  proceedings  individually  or in the aggregate,  will not have a material
adverse  effect on the Company's  financial  position,  results of operations or
cash flows.  Nevertheless,  litigation is subject to inherent  uncertainties and
unfavorable  rulings could occur. An unfavorable  ruling could include  monetary
damages  and, in such event,  could result in a material  adverse  impact on the
Company's financial position, results of operations or cash flows for the period
in which the ruling occurs.

IMSC/OTHER ASSETS

Capstone  Business Credit,  LLC ("CBC"),  a related party, is the plaintiff in a
foreclosure action against Imperia Family Realty, LLC ("IFR"). IFR is related to
the  former  owners of  Masonry's  business.  In  November  2011 a  Judgment  of
Foreclosure  was granted by the court  ordering that the IMSC property in Pelham
Manor, New York (the "Property") be sold at public auction.

A former  principal of Imperia Bros.,  Inc. (a  predecessor  company of Masonry)
filed a notice of appeal dated  November 14, 2011 with the court  contesting the
Judgment of Foreclosure. The Company believes that the appeal will not be upheld
by the court since the same  appellate  court,  on February 16, 2010,  issued an
order that  granted CBC a motion of summary  judgment and  dismissed  all of the
former principal's affirmative defenses.

                                       25
<PAGE>
In  accordance  with the Judgment of  Foreclosure  a public  auction sale of the
Property was held on January 10, 2012. CBC, on behalf of Amincor, bid the amount
of their  lien and was the  successful  bidder.  CBC  then  assigned  its bid to
Amincor.

As of the report date,  title to the Property has not been  transferred due to a
title issue involving the notice of pendency ("Notice") that expired and was not
renewed at least 20 days prior to the  Judgment  of  Foreclosure  and Sale being
filed and entered. Since no title transfers or judgment/liens were filed against
the Property  after the  expiration  of the Notice,  the Company  believes it is
likely a conditional title will be issued and after recording the deed, IFR will
no longer have any ownership interest in the property.

12. LIQUIDITY MATTERS / GOING CONCERN

From 2008 through September 30, 2012,  internally generated operating cash flows
have been  sufficient to meet the  Company's  business  operating  requirements.
However,  operating  cash flows  have not been  sufficient  to  finance  capital
improvements or provide funds for the substantial  marketing  efforts  necessary
for growing the businesses.  The Company's plan for improving future  continuing
operations has several different aspects as follows:

     *    Lowering  its  overhead  costs by reducing  its  workforce in order to
          achieve maximum utilization;
     *    Consolidating  certain  accounting  roles from the subsidiary level to
          the Company's  headquarters,  restructuring  purchase  agreements with
          suppliers  which will allow for leaner  inventory  levels and reducing
          the warehousing costs;
     *    Renegotiating   compensation   arrangements  and   consolidating   its
          administrative location with operating offices in order to reduce rent
          expenses.

The Company has taken and will continue to take steps to increase  revenues from
continuing operations as outlined below:

     *    Increasing  its revenues  from the Tyree's  second  largest  customer,
          based on the  improving  relationship  between  Tyree  and  customer's
          management;
     *    Obtaining new  construction  contracts based on aggressive  bidding on
          jobs from new customers;
     *    Expanding services into new types of services for water purification;
     *    Expanding services provided to the existing customers;
     *    Increasing customer orders is expected due to anticipated construction
          needs that have been  deferred  in the last  several  years due to the
          weak economy.

The Company has taken the following actions as follows:

                                       26
<PAGE>
     *    Consolidate  certain premises thereby reducing rents and is negotiated
          for reduced rents with landlords;
     *    Sold  equipment of IMSC (a  discontinued  entity) in February 2012 for
          $426,000;
     *    Term out certain  material  payments to vendors to ease cash flow. The
          Company  has  spoken to major  vendors  concerning  regarding  payment
          terms;
     *    Sell its stock  publicly  and  attempt  to raise  public  and  private
          capital;
     *    Hired a new sales executive with extensive food industry background to
          increase sales of existing and new products of the BPI;
     *    Secured an interest only extension  through April 2013 on BPI's bridge
          loan  agreement  for BPI (the "Bridge  Loan") in August 2012 which has
          allowed  BPI  to  purchase   additional   equipment   to  begin  donut
          manufacturing operations.
     *    Reduced  management  salaries at the corporate and subsidiary level of
          the Company to better align management's salaries with net revenues.

In addition, the Company intends to do the following:

     *    Liquidate the property  previously  occupied by Tulare (a discontinued
          entity) in Lindsay, California for approximately $2 million;
     *    Sell its property in Allentown,  Pennsylvania for $640,000. There is a
          due  diligence  period of 60 days and  closing 30 days  following  the
          completion of the due diligence period,  which is January 5, 2013. The
          sale is contingent on $512,000 in mortgage  financing.  As of the date
          of this Report,  the buyer,  after  conducting its due diligence,  has
          sent notice of cancellation  of the sale  agreement.  Management is in
          discussions  as to the  appropriate  next  steps  for the  sale of the
          property.

If the  Company's  plans  change,  or its  assumptions  change  or  prove  to be
inaccurate,  or  if  available  cash  otherwise  proves  to be  insufficient  to
implement its business plans, the Company may require  additional equity or debt
financing.  Given the uncertain  economic  environment and the pressure that the
financial sector has been under,  the Company cannot predict whether  additional
funds  will be  available  in  adequate  amounts.  If funds are  needed  but not
available, the Company's business may need to be altered or curtailed.

13. SUBSEQUENT EVENTS

BPI - ALDI TERMINATION OF ITS CONTRACT WITH BPI

Effective  November 2, 2012, BPI has stopped  production at the Jefferson Street
facility due to BPI's primary customer, Aldi, terminating its contract with BPI.
The contract  termination has necessitated  layoffs of production  personnel and
wage  reductions  of  remaining  personnel  in order to  minimize  losses  until
production  resumes at the Jefferson Street  facility.  As of the time of filing
there are many ongoing discussions and opportunities for new business,  however,
BPI has not yet secured a significant contract with a new customer.

                                       27
<PAGE>
On November 30, 2012, BPI will be  terminating  the equipment and facility lease
which allows for  production at the South Street  facility.  It is  management's
intention to enter into a co-packing  agreement for all of the products formerly
produced internally with other bakeries in order to continue to provide the same
product  offerings without  operating the facility.  Management  intends to move
existing  equipment  owned but residing at its South Street facility and install
it at the Mt.  Pleasant  Street  facility.  Management  intends to return to its
business  plan of operating the South Street  facility  thereby  reducing  fixed
overhead and variable  costs by using cross trained  personnel and providing its
customer base the  opportunity to purchase one or all three of its product types
in less than trailer load quantities but obtain cost effective logistics through
a combined load of all products offered by BPI.


                                       28
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS ("MD&A")

As of the report date, Amincor, Inc. ("Amincor" or "Company" or "Registrant") is
a holding company that operates the following entities:

     Amincor Contract Administrators, Inc. ("Contract Admin")
     Amincor Other Assets, Inc. ("Other Assets")
     Baker's Pride, Inc. ("BPI")
     Environmental Quality Services, Inc. ("EQS")
     Tyree Holdings Corp. ("Tyree")
     Advanced Waste & Water Technology, Inc. ("AWWT") (as of May 1, 2012)

Contract Admin and Other Assets are subsidiaries with minimal operations.

CONTRACT ADMIN

Amincor Contract Administrators, Inc. is a wholly owned subsidiary of Registrant
formed to  administer  various  contracts,  related  to certain  assets  held by
Amincor Other Assets,  Inc. and the  subsidiary  companies,  including,  but not
limited to certain international service contracts of Tyree.

OTHER ASSETS

Other Assets, Inc. is a wholly owned subsidiary of Registrant formed to hold the
rights to certain  physical  assets,  including  plant,  property and equipment,
which were foreclosed on or assigned to Amincor, Inc.

BPI

BPI manufactures bakery food products, primarily consisting of several varieties
of sliced and  packaged  private  label  bread in  addition  to fresh and frozen
varieties of cookies.

EQS

EQS provides environmental testing services in the northeast United States. EQS'
services include RCRA (resource  conservation  recovery act) and hazardous waste
characterization;  TCLP  (toxic  characteristic  leaching  procedure)  analyses;
underground   storage  tank   analytical   assessment;   landfill/ground   water
monitoring;  NPDES (national  pollution  discharge  elimination system) effluent
characteristics  analysis;  PCB  (polychlorinated  biphenyls)  and PCB  congener
analysis;  lead  paint  testing;   fingerprint  categorization;   and  petroleum
analyses.

                                       29
<PAGE>
TYREE

Tyree performs  maintenance,  repair and construction services to customers with
underground  petroleum storage tanks and petroleum product dispensing equipment.
Complimenting these services, Tyree is engaged in environmental consulting, site
assessment, analysis and management of site remediation for owners and operators
of properties with petroleum storage facilities.

ADVANCED WASTE & WATER TECHNOLOGY, INC.

AWWT is a wholly owned subsidiary of  Environmental  Holding Corp. AWWT provides
certain water remediation services in the northeast United States.

DISCONTINUED OPERATIONS

On June 30, 2011,  management  elected to discontinue  the operations of Masonry
Supply  Holding Corp.  ("Masonry" or "IMSC") and Tulare  Holdings,  Inc ("Tulare
Holdings"  or  "  Tulare").   On  September  30,  2011,  management  elected  to
discontinue the operations of Epic Sports International, Inc. ("ESI").

In accordance with Generally Accepted Accounting Principles of the United States
of America ("GAAP"),  the combined results of Masonry,  Tulare and ESI have been
presented  on  our  financial  statements  as  discontinued  operations.  It  is
management's intention to complete the liquidation of Masonry,  Tulare and ESI's
assets within the next twelve months, if not sooner.

                          AMINCOR (CONSOLIDATED BASIS)

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended  September  30, 2012,  cash flows used in operating
activities from continuing operations were $189,712. This was principally due to
a net loss from continuing  operations of $18,546,211 which was partially offset
by an  impairment  of goodwill  and  intangible  assets of  approximately  $12.6
million,  an increase in accounts payable of approximately  $3.9 million and add
backs for depreciation  and  amortization of intangible  assets of approximately
$1.1  million  and $1.2  million,  respectively.  The net loss  from  continuing
operations is discussed in greater detail in the results from operations for the
nine and three months ended September 30, 2012 and 2011 section of this MD&A.

For the nine months  ended  September  30,  2012,  cash flows used in  investing
activities  were $3,034,525  primarily due to the purchase of additional  plant,
machinery and equipment at Baker's Pride,  Inc.'s subsidiary Mt. Pleasant Street
Bakery, Inc.

                                       30
<PAGE>
For the nine months  ended  September  30,  2012,  cash  provided  by  financing
activities was $1,761,576  primarily due to the financing of the  aforementioned
investing activities and the terming out of certain accounts payable vendors for
Tyree.

For the nine months ended  September 30, 2012,  total cash used in  discontinued
operations  was $169,760.  Cash used in  discontinued  operations  was primarily
related to the winding down of entities classified as discontinued operations.

The accompanying  consolidated condensed financial statements have been prepared
on a going concern  basis,  which  contemplates  the  realization  of assets and
settlement  of  liabilities  and  commitments  in the normal course of business.
However,  as  reflected in the  accompanying  consolidated  condensed  financial
statements, we recorded a net loss from continuing operations of $18,546,211 for
the nine months ended  September 30, 2012. We had a working  capital  deficit of
$15,233,773  and an  accumulated  deficit  of  $68,636,105.  The  results of the
Company's  cash flows  from  continuing  operations  for the nine  months  ended
September  30, 2012 have been  adversely  impacted by the  customer  slowdown in
infrastructure  capital  expenditures  caused  by the  general  downturn  of the
economic conditions and cash flow issues related to major customers. The Company
has  discontinued  operations  of  IMSC,  Tulare  and  ESI  in  2011  which  had
significant  negative  impact on the Company's cash flows in 2011. The Company's
primary focus is to achieve profitable  operations and positive cash flow of its
operations of its long established niche businesses - Tyree and Baker's Pride.

From 2008 through September 30, 2012,  internally generated operating cash flows
have been  sufficient to meet the  Company's  business  operating  requirements.
However,  operating  cash flows  have not been  sufficient  to  finance  capital
improvements or provide funds for the substantial  marketing  efforts  necessary
for growing the businesses.  The Company's plan for improving future  continuing
operations has several different aspects as follows:

     *    Lowering  its  overhead  costs by reducing  its  workforce in order to
          achieve maximum utilization;
     *    Consolidating  certain  accounting  roles from the subsidiary level to
          the Company's  headquarters,  restructuring  purchase  agreements with
          suppliers  which will allow for leaner  inventory  levels and reducing
          the warehousing costs;
     *    Renegotiating   compensation   arrangements  and   consolidating   its
          administrative location with operating offices in order to reduce rent
          expenses.

The Company has taken and will continue to take steps to increase  revenues from
continuing operations as outlined below:

     *    Increasing  its revenues  from the Tyree's  second  largest  customer,
          based on the  improving  relationship  between  Tyree  and  customer's
          management;
     *    Obtaining new  construction  contracts based on aggressive  bidding on
          jobs from new customers;
     *    Expanding services into new types of services for water purification;

                                       31
<PAGE>
     *    Expanding services provided to the existing customers;
     *    Increasing customer orders is expected due to anticipated construction
          needs that have been  deferred  in the last  several  years due to the
          weak economy.

The Company has taken the following actions as follows:

     *    Consolidate  certain premises thereby reducing rents and is negotiated
          for reduced rents with landlords;
     *    Sold  equipment of IMSC (a  discontinued  entity) in February 2012 for
          $426,000;
     *    Term out certain  material  payments to vendors to ease cash flow. The
          Company  has  spoken to major  vendors  concerning  regarding  payment
          terms;
     *    Sell its stock  publicly  and  attempt  to raise  public  and  private
          capital;
     *    Hired a new sales executive with extensive food industry background to
          increase sales of existing and new products of the BPI;
     *    Secured an interest only extension  through April 2013 on BPI's bridge
          loan  agreement  for BPI (the "Bridge  Loan") in August 2012 which has
          allowed  BPI  to  purchase   additional   equipment   to  begin  donut
          manufacturing operations.
     *    Reduced  management  salaries at the corporate and subsidiary level of
          the Company to better align management's salaries with net revenues.

In addition, the Company intends to do the following:

     *    Liquidate the property  previously  occupied by Tulare (a discontinued
          entity) in Lindsay, California for approximately $2 million;
     *    Sell its property in Allentown,  Pennsylvania for $640,000. There is a
          due  diligence  period of 60 days and  closing 30 days  following  the
          completion of the due diligence period,  which is January 5, 2013. The
          sale is contingent on $512,000 in mortgage  financing.  As of the date
          of this Report,  the buyer,  after  conducting its due diligence,  has
          sent notice of cancellation  of the sale  agreement.  Management is in
          discussions  as to the  appropriate  next  steps  for the  sale of the
          property.

If the  Company's  plans  change,  or its  assumptions  change  or  prove  to be
inaccurate,  or  if  available  cash  otherwise  proves  to be  insufficient  to
implement its business plans, the Company may require  additional equity or debt
financing.  Given the uncertain  economic  environment and the pressure that the
financial sector has been under,  the Company cannot predict whether  additional
funds  will be  available  in  adequate  amounts.  If funds are  needed  but not
available, the Company's business may need to be altered or curtailed.

CONTINGENT LIABILITIES:

ESI

The Volkl license  agreement was terminated in September  2011 and  concurrently
the Strategic Alliance  Agreement with Samsung America CT, Inc.  ("Samsung") was
also terminated.  In the year of the termination,  the Volkl agreement  provides

                                       32
<PAGE>
for a minimum  guaranteed  royalty  payment of (Euro)  400,000;  which is (Euro)
200,000 in excess of the guaranteed  minimum royalty.  As of September 30, 2012,
ESI has paid (Euro)  100,000 of the guaranteed  minimum  royalty and recorded an
additional  (Euro)  100,000 as an accrued  liability.  Management  has initiated
counterclaims against the various parties seeking damages for, including but not
limited to infringement,  improper use of company assets and breach of fiduciary
duty.  As of  September  30,  2012,  the  disposal  period as defined  under the
Strategic Alliance  agreement has ended.  Management does not believe additional
liabilities  resulting from  terminating the strategic  alliance  agreement with
Samsung are likely.  Therefore, no additional amounts have been accrued in these
financial statements as of September 30, 2012.

As of this Report, the case continues to be litigated and Management will update
accordingly.

TYREE

On December 5, 2011, Tyree's largest customer,  Getty Petroleum Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court for the Southern  District of New York. As of that date, Tyree
has a pre-petition  receivable of $1,515,401.  This pre-petition  receivable has
been fully  reserved for in the  Company's  allowance for doubtful  accounts.  A
Proof of Claim was filed with the Bankruptcy court on Tuesday, April 10, 2012.

On August 27, 2012, the United States Bankruptcy Court for the Southern District
of New York  confirmed  GPMI's  Chapter  11 plan of  liquidation  offered by its
unsecured creditors  committee,  overruling the remaining  objections.  The plan
provides for all of the debtors' property to be liquidated over time and for the
proceeds  to be  allocated  to  creditors.  Any  assets not  distributed  by the
effective  date  will be held  by a  liquidating  trust  and  administered  by a
liquidation trustee,  who will be responsible for liquidating assets,  resolving
disputed claims,  making  distributions,  pursuing reserved causes of action and
winding up GPMI's affairs. As an unsecured creditor,  Tyree may never collect or
may only collect a small percentage of the pre-petition amounts owed

BPI

In order to secure Baker's  Pride's USDA loan,  BPI had a Phase I  environmental
site assessment done on the property where the Mt. Pleasant Street Bakery,  Inc.
resides (the  "Property") as required by BPI's  prospective  lender.  The study,
completed  on  October  7,  2011,  recommended  a Phase  II  environmental  site
assessment  on the  grounds  that there were  underground  storage  tanks on the
premises that did not have any record of being removed in addition to showing an
environmental  hazard on property  adjacent to the Mt.  Pleasant  Street  Bakery
caused  by  the  operations  of the  adjacent  property  owners.  The  Phase  II
environmental  site  assessment  was  completed  on  October  31,  2011  and was
submitted to the Iowa Department of Natural  Resources  ("IDNR") for its review.
IDNR  requested a Tier 2 site cleanup report be issued and completed in order to
better  understand  what  environmental  hazard exists on the Property.  At this

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time, the potential  liability is estimated to be  approximately  $115,000.  The
remediation  work is 100% eligible for a refund from IDNR's  Innocent  Landowner
Fund. A liability has been recorded on BPI's balance sheet for this amount and a
corresponding  asset was also recorded to reflect the future  expense and refund
to be incurred by BPI.

TULARE

The City of Lindsay,  California has invoiced  Tulare Frozen Foods,  LCC ("TFF")
$533,571  for  outstanding  delinquent  amounts.  A  significant  portion of the
outstanding  delinquent  amounts  are  penalties,  interest  and fees  that have
accrued. A settlement  proposal,  whereby the City of Lindsay would retain TFF's
$206,666   deposit  as  settlement  and  release  in  full  of  all  outstanding
obligations  was sent to the City of Lindsay for review on March 29, 2012. As of
the date of this filing, no settlement has been reached.

ASSETS HELD FOR SALE

The 360,000  square foot facility  formerly  operated by Allentown  Metal Works,
Inc. formerly  operated has fallen into disrepair as a result of vandalism.  The
buildings  on site  are  functionally  obsolete  and not  suitable  as a  modern
manufacturing facility. Any purchaser would have to raze the buildings on the 19
acre site and reclaim the concrete,  brick,  wood and steel  infrastructure.  On
October 5, 2012,  the Company  entered into sale agreement for this property and
facility for  $640,000,  with a due  diligence  period of 60 days and closing 30
days following the completion of the due diligence  period,  which is January 5,
2013. The sale is contingent on $512,000 in mortgage  financing.  As of the date
of this Report, the buyer,  after conducting its due diligence,  has sent notice
of cancellation  of the sale  agreement.  Management is in discussions as to the
appropriate next steps for the sale of the property.

The Tulare  property  has also been listed with real  estate  agents.  There are
potential  buyers  interested in the  property,  but as of the date of filing no
binding sales agreement has been executed. A sales contract is pending between a
local developer and Amincor Other Assets, Inc.

RESULTS FROM OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the nine months ended  September  30, 2012 totaled  $41,269,430
compared to net revenues of $44,906,813  for the nine months ended September 30,
2011,  a decrease in net  revenues of  $3,637,383  or  approximately  8.1%.  The
primary  reason  for  the  decrease  in  net  revenues  is  related  to  Tyree's
operations.  Tyree's net revenues decreased by approximately  $4.6 million,  but
this  decrease was  partially  offset by an increase in net revenues for Baker's
Pride of  approximately  $1.1 million.  A detailed  analysis of each  subsidiary
company's  individual  net revenues can be found  within their  respective  MD&A
sections of this Form 10-Q.

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<PAGE>
COST OF REVENUES

Cost  of  revenues  for  the  nine  months  ended  September  30,  2012  totaled
$31,885,737 or approximately 77.3% of net revenues as compared to $35,121,318 or
approximately  78.2% of net  revenues for the nine months  ended  September  30,
2011. Cost of revenues was relatively  unchanged as a percentage of net revenues
between the nine months  ended  September  30, 2012 and  September  30,  2011. A
detailed analysis of each subsidiary  company's  individual cost of revenues can
be found within their respective MD&A sections of this Form 10-Q.

OPERATING EXPENSES

Operating  expenses  for the  nine  months  ended  September  30,  2012  totaled
$14,992,687 as compared to $13,010,971  for the nine months ended  September 30,
2011, an increase in operating  expenses of $1,981,716 or  approximately  15.2%.
This is due primarily to the addition of the South Street Bakery  (subsidiary of
BPI) which had approximately $1.2 million in operating expenses in 2012.

LOSS FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2012  totaled
$5,608,994  as compared to  $3,225,476  for the nine months ended  September 30,
2011, an increase in loss from operations of $2,383,518 or approximately  73.9%.
The primary  reason for the increase in loss from  operations  is related to the
decreases  in net revenues  and the  increases  in  operating  expenses as noted
above.

OTHER EXPENSES

Other expenses for the nine months ended September 30, 2012 totaled  $12,937,217
as  compared to  $498,228  for the nine months  ended  September  30,  2011,  an
increase in other expenses of  $12,438,989.  The primary reason for the increase
in other expenses is related to the impairment of goodwill and intangible assets
related  to  the  loss  of  BPI's  primary  customer,  Aldi,  Inc.  ("Aldi")  of
approximately $12.6 million.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  totaled  $18,546,211  for the nine months
ended  September  30, 2012 as compared to  $3,723,704  for the nine months ended
September  30,  2011,  an increase  in net loss from  continuing  operations  of
$14,822,507.  The primary  reason for the  increase in net loss from  continuing
operations  is related to the  impairment  of  goodwill  and  intangible  assets
related to the loss of BPI's primary customer, Aldi, Inc. of approximately $12.6
million.

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<PAGE>
NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from discontinued operations totaled $203,665 for the nine months ended
September 30, 2012 as compared to $6,029,093 for the nine months ended September
30, 2011, a decrease in net loss from  discontinued  operations of $5,825,428 or
approximately  96.6%.  Management  discontinued  the operations of the following
companies  in 2011 -  Masonry  and  Tulare  as of June  30,  2011  and ESI as of
September 30, 2011. As such,  Masonry and Tulare were operating entities for the
six months  ended  June 30,  2011 and ESI was an  operating  entity for the nine
months ended  September 30, 2011, as compared to winding down of these companies
in  2012.  The net loss of  Masonry  was  $197,983  for the  nine  months  ended
September 30, 2012 as compared to $3,555,482 for the nine months ended September
30, 2011, a decrease in net loss of $3,357,499 or  approximately  94.4%. The net
income of Tulare was  $27,530 for the nine months  ended  September  30, 2012 as
compared to a net loss of  $1,854,010  for the nine months ended  September  30,
2011, a decrease in net loss of $1,881,540.  The net loss of ESI was $33,212 for
the nine months  ended  September  30, 2012 as compared to $619,601 for the nine
months  ended  September  30,  2011,  a  decrease  in net  loss of  $586,389  or
approximately 94.6%.

NET LOSS

Net loss totaled  $18,749,876  for the nine months ended  September  30, 2012 as
compared to $9,752,797 for the nine months ended September 30, 2011, an increase
in net loss of $8,997,079 or  approximately  92.3%.  The primary  reason for the
increase  in other  expenses  is  related  to the  impairment  of  goodwill  and
intangible  assets  related  to the  loss of  BPI's  primary  customer,  Aldi of
approximately  $12.6  million,  which was partially  offset by the reductions in
losses  from  Tulare,  Masonry  and  ESI  associated  with  discontinuing  their
operations.

RESULTS FROM OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the three months ended  September 30, 2012 totaled  $14,313,167
compared to net revenues of $15,072,730 for the three months ended September 30,
2011, a decrease in net revenues of $759,563 or approximately  5.0%. The primary
reason for the decrease in net revenues is related to Tyree's  operations  where
net revenues decreased by approximately $675,000 million. A detailed analysis of
each  subsidiary  company's  individual  net  revenues can be found within their
respective MD&A sections of this Form 10-Q.

COST OF REVENUES

Cost of  revenues  for  the  three  months  ended  September  30,  2012  totaled
$11,236,270 or approximately 78.5% of net revenues as compared to $12,574,106 or
approximately  83.4% of net revenues for the three  months ended  September  30,
2011.  The  primary  reason for the  decrease  in cost of revenues is related to

                                       36
<PAGE>
Tyree's operations where cost of revenues went from 87.5% of net revenues during
the three months ended  September  30, 2011 to 80.0% of net revenues  during the
three months ended  September 30, 2012. A detailed  analysis of each  subsidiary
company's  individual cost of revenues can be found within their respective MD&A
sections of this Form 10-Q.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  September  30,  2012  totaled
$4,249,963  as compared to $2,933,026  for the three months ended  September 30,
2011, an increase in operating  expenses of $1,316,937 or  approximately  44.9%.
The primary  reason for this increase was related to a significant  reduction of
Amincor's accounts payable balances through negotiated  settlements with various
service providers and vendors that occurred in 2011.

LOSS FROM OPERATIONS

Loss from  operations  for the three  months  ended  September  30, 2012 totaled
$1,173,066  as compared to $434,402  for the three months  ended  September  30,
2011, an increase in loss from operations of $738,664 or  approximately  170.0%.
The primary  reason for the increase in loss from  operations  is related to the
increases in operating expenses as noted above.

OTHER EXPENSES

Other expenses for the three months ended September 30, 2012 totaled $12,813,181
as compared to $293,000  for the three  months  ended  September  30,  2011,  an
increase in other expenses of  $12,520,181.  The primary reason for the increase
in other expenses is related to the impairment of goodwill and intangible assets
related  to the loss of BPI's  primary  customer,  Aldi of  approximately  $12.6
million.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  totaled  $13,986,247 for the three months
ended  September  30, 2012 as compared to $727,402  for the three  months  ended
September  30,  2011,  an increase  in net loss from  continuing  operations  of
$13,258,845.  The primary  reason for the  increase in net loss from  continuing
operations  is related to the  impairment  of  goodwill  and  intangible  assets
related  to the loss of BPI's  primary  customer,  Aldi of  approximately  $12.6
million.

NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from discontinued  operations  totaled $9,093 for the nine months ended
September  30,  2012 as  compared  to  $1,246,255  for the  three  months  ended
September  30,  2011,  a decrease in net loss from  discontinued  operations  of
$1,237,162 or approximately 99.3%. Management discontinued the operations of the

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<PAGE>
following  companies in 2011 - Masonry and Tulare as of June 30, 2011 and ESI as
of September 30, 2011. As such,  Masonry and Tulare were operating  entities for
the six months ended June 30, 2011 and ESI was an operating  entity for the nine
months ended  September 30, 2011, as compared to winding down of these companies
in 2012.  The net loss of  Masonry  was  $125,422  for the  three  months  ended
September 30, 2012 as compared to $302,391 for the three months ended  September
30, 2011, an increase in net loss of $176,969 or  approximately  58.5%.  The net
income of Tulare was $122,620 for the three months ended  September  30, 2012 as
compared to a net loss of $387,177  for the three  months  ended  September  30,
2011, a decrease in net loss of $509,796. The net loss of ESI was $6,291 for the
three  months  ended  September  30, 2012 as compared to $637,340  for the three
months  ended  September  30,  2011,  a  decrease  in net  loss of  $637,049  or
approximately  99.0%. The balance of the difference is related to a write off of
management  fees  recognized  at the Amincor  level but related to  discontinued
operations in 2011.

NET LOSS

Net loss totaled  $13,995,340  for the three months ended  September 30, 2012 as
compared to  $1,973,657  for the three  months  ended  September  30,  2011,  an
increase in net loss of $12,021,683 or approximately  609.1%. The primary reason
for the increase in net loss is related to the increase in other  expenses,  the
impairment  of  goodwill  and  intangible  assets  related  to the loss of BPI's
primary customer, Aldi of approximately $12.6 million mitigated by a decrease in
losses from discontinued operations.

ADVANCED WASTE AND WATER TECHNOLOGY, INC.

AWWT began  operating  on May 1, 2012 and has had minimal  activity for the nine
and three month period ended September 30, 2012.

BAKER'S PRIDE, INC.

SEASONALITY

During the year ended December 31, 2011,  Baker's Pride began producing  cookies
at its South Street Bakery  facility.  Seasonality  influences the operations of
the South Street Bakery facility as cookie sales are typically higher during the
winter  holiday  season when  compared to the summer  season.  Operations at the
Jefferson Street are not influenced by seasonality. However, the donut operation
at the Mt.  Pleasant  Street  operation  will greatly be affected by seasonality
once it is operational.

LOSS OF MATERIAL CUSTOMER

On July 16, 2012,  BPI was notified that Aldi,  BPI's primary  customer would be
terminating  its contract  with the Company as of the end of October 2012 due to
BPI's  inability to meet certain  pricing,  cost and product  offering needs. As
such,  BPI performed an impairment  study and concluded  that BPI's goodwill and
intangible assets were fully impaired.

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<PAGE>
Net revenues  generated from Aldi comprised  93.6% and 97.5% of net revenues for
the nine months  ended  September  30, 2012 and 2011,  respectively.  All of the
revenues  generated  from  Aldi  were  generated  from  BPI's  Jefferson  Street
facility.  The balance of net  revenues  were  generated  by BPI's South  Street
facility.  On November 30,  2012,  BPI will be  terminating  the  equipment  and
facility lease which allows for production at the South Street  facility.  It is
management's  intention  to enter  into a  co-packing  agreement  for all of the
products formerly  produced  internally with other bakeries in order to continue
to provide the same product offerings without operating the facility. Management
intends  to move  existing  equipment  owned but  residing  at the South  Street
facility and install it at the Mt. Pleasant Street facility.  Management intends
to return to its business plan of operating the bakery  thereby  reducing  fixed
overhead and variable  costs by using cross trained  personnel and providing its
customer base the  opportunity to purchase one or all three of its product types
in less than trailer load quantities but obtain cost effective logistics through
a combined load of all products offered by BPI.

Effective  November 2, 2012, BPI has stopped  production at the Jefferson Street
facility.  As  such,  there  were  layoffs  of  production  personnel  and  wage
reductions of remaining  personnel in order to minimize losses until  production
resumes at the  Jefferson  Street  facility.  As of the time of filing there are
many ongoing  discussions and opportunities for new business,  however,  BPI has
not yet secured a significant contract with a new customer.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the nine months ended September 30, 2012 totaled $12,349,973 as
compared to  $11,228,743  for the nine  months  ended  September  30,  2011,  an
increase  of  $1,121,230  or  approximately  10.0%.  Revenues  generated  by the
Jefferson  Street  facility  were in  excess of 90.0% of  revenues  for the nine
months ended September 30, 2012 and 2011.

Bread sales for the nine months ended September 30, 2012 totaled  $10,718,864 as
compared to  $10,079,965  for the nine  months  ended  September  30,  2011,  an
increase  of  $638,899  or  approximately  6.3%.  Factors  contributing  to this
increase:   the  continuing   effect  of  wholesale   price  increases  and  the
corresponding  price increase granted by the Company's customer in April 2011 of
7% as well as an  additional  price  increase a $.025 cents per unit increase to
fund the  incremental  cost of  conversion to cane sugar from high fructose corn
syrup.  There was no significant  change in bread units sold for the nine months
ended September 30, 2012 as compared to the same period in 2011.

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<PAGE>
Donut sales for the nine months ended  September  30, 2012  totaled  $841,055 as
compared to $862,975 for the nine months ended September 30, 2011, a decrease of
$21,920  or  approximately  2.5%.  This  decrease  was  primarily  due to  fewer
production  days  available in 2012 than  available in 2011. In addition,  units
decreased as a result of additional  SKU offerings by BPI's  customer from other
vendors.

Cookie sales for the nine months ended  September  30, 2012 totaled  $790,054 as
compared to $285,803 for the nine months ended  September  30, 2011, an increase
of $504,251 or  approximately  176.4%.  This  increase was  primarily due to the
South Street  Bakery  facility  beginning  production in late August 2011 and as
such,  the nine months  ended  September  30, 2011 only  reflects  two months of
operations.

COST OF REVENUES

Cost of revenues for the nine months ended September 30, 2012 totaled $9,143,661
or   approximately   74.0%  of  net  revenues  as  compared  to   $7,988,598  or
approximately 71.1% for the nine months ended September 30, 2011, an increase of
$1,155,063  or  approximately  14.5%.  The Company  had a 10.0%  increase in net
revenues  against a 14.5%  increase in cost of revenues in 2012,  as compared to
2011.

Of this increase of  $1,155,063  in cost of revenues in 2012 for Baker's  Pride,
Inc.;  the South Street  Bakery  generated an increase of  $1,351,684 to cost of
revenues  with net  revenues  of  $790,054.  BPI's  other  operating  unit,  the
Jefferson  Street  Bakery  Inc.,  had net  revenues of  $11,559,919  and cost of
revenues of $7,791,977.  BPI is in the process of negotiating  with the owner of
the equipment  utilized at the South Street Bakery for purchase.  BPI intends to
move this machinery to its Mt.  Pleasant  Street facility where it will increase
its efficiencies and facility utilization.

OPERATING EXPENSES

Operating  expenses  for the  nine  months  ended  September  30,  2012  totaled
$5,406,787 or  approximately  43.8% of net revenues as compared to $3,439,939 or
30.6% for the nine months ended September 30, 2011, an increase of $1,966,849 or
approximately  57.2%.  The primary  reason for this  increase  was the result of
management  fees paid to Amincor  for  approximately  $2.0  million for the nine
months ended  September  30, 2012 that were not incurred  during the nine months
ended September 30, 2011.

LOSS FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2012  totaled
$2,200,476  or  approximately  17.8% of net  revenue as  compared to $199,793 or
approximately  1.8% for the nine months ended September 30, 2011, an increase of
$2,000,683.  The  increase  in loss from  operations  was  primarily  due to the
increases in cost of revenues and operating expenses as noted above.

                                       40
<PAGE>
OTHER EXPENSES

Other expenses for the nine months ended September 30, 2012 totaled  $13,219,777
or approximately 107.0% of net revenues as compared to $204,099 or approximately
1.8% of net revenues for the nine months ended  September  30, 2011, an increase
of  $13,015,677.  The  primary  reason for this  increase  in 2012 is due to the
impairment of goodwill and intangible  assets resulting from the loss of Aldi as
a customer of approximately $12.6 million.  The remaining increase is related to
a higher interest  expense due to a larger loan balance on BPI's working capital
line and the 2012 bridge loan to purchase  new  equipment  for the Mt.  Pleasant
Street facility.

NET LOSS

Net loss for the nine months ended  September  30, 2012 totaled  $15,420,252  as
compared to $403,893 for the nine months ended  September  30, 2011, an increase
of $15,016,360.  Of the Company's 2012 increase in net loss of $15,016,360,  the
South Street Bakery facility  generated  approximately $2.1 million and goodwill
and intangible  impairments  assets and amortization  resulting from the loss of
Aldi as a customer resulted in approximately $12.4 million of this net loss.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the three months ended September 30, 2012 totaled $3,977,989 as
compared to  $3,968,096  for the three  months  ended  September  30,  2011,  an
increase of $9,893 or approximately  0.2%.  Revenues  generated by the Jefferson
Street  facility  were in excess of 85.0% of revenues for the three months ended
September  30, 2012 and 2011.  Bread sales for the three months ended  September
30, 2012 totaled $3,569,093 as compared to $3,396,259 for the three months ended
September  30,  2011,  an increase of $172,833 or  approximately  5.1%.  Factors
contributing  to this  increase:  the continuing  effect of the wholesale  price
increases granted by the Company's  customer in April 2011 and continued through
June 2012.  This was a 7% increase,  and a $.025 cents per unit increase to fund
the incremental  cost of conversion to cane sugar from high fructose corn syrup.
There was no  significant  increase  in the  number of bread  units sold for the
three months ended September 30, 2012 as compared to the same period in 2011.

Donut sales for the three months ended  September  30, 2012 totaled  $278,323 as
compared to $286,034 for the three months ended  September  30, 2011, a decrease
of $7,711 or  approximately  2.7%. This decrease was primarily due to fewer days
of production at the Jefferson Street Bakery.

Cookie sales for the three months ended  September 30, 2012 totaled  $130,573 as
compared to $285,803 for the three months ended  September  30, 2011, a decrease

                                       41
<PAGE>
of $155,230 or approximately  54.3%.  This decrease was primarily due to reduced
orders and frequency from existing  customers as a result of continued  economic
downturn.

COST OF REVENUES

Cost of  revenues  for  the  three  months  ended  September  30,  2012  totaled
$2,946,204 or  approximately  74.1% of net revenues as compared to $2,911,231 or
approximately  73.4% for the three months ended  September 30, 2011, an increase
of $34,973  or  approximately  1.2%.  The  Company  had a 0.2%  increase  in net
revenues  against a 1.2%  increase in cost of  revenues in 2012,  as compared to
2011.

Of this increase of $34,973 in cost of revenues in 2012 for Baker's Pride, Inc.;
the South  Street  Bakery  generated an increase of $309,106 to cost of revenues
with net revenues of $130,574.  BPI's other operating unit, the Jefferson Street
Bakery Inc.,  had net revenues of $3,847,415 and cost of revenues of $2,631,388.
BPI is in the process of negotiating with the owner of the equipment utilized at
the South Street Bakery for purchase.  BPI intends to move this machinery to its
Mt.  Pleasant  Street  facility  where it will  increase  its  efficiencies  and
facility utilization.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  September  30,  2012  totaled
$1,735,967 or  approximately  43.6% of net revenues as compared to $1,227,972 or
30.9% for the three months ended  September 30, 2011, an increase of $507,995 or
approximately  41.4%. The primary reason for this increase in 2012 is related to
an increase in management  fees paid to Amincor for  approximately  $700,000 for
the three months  ended  September  30, 2012 that were not  incurred  during the
three months ended September 30, 2011.

LOSS FROM OPERATIONS

Loss from  operations  for the three  months  ended  September  30, 2012 totaled
$704,182  or  approximately  17.7% of net  revenue as  compared  to  $171,108 or
approximately 4.3% for the three months ended September 30, 2011, an increase in
loss from  operations  of  $533,074.  The increase in loss from  operations  was
primarily  due to the  increases in cost of revenues and  operating  expenses as
noted above.

OTHER EXPENSES

Other expenses for the three months ended September 30, 2012 totaled $13,004,987
or approximately  326.9% of net revenues as compared to $74,206 or approximately
1.9% of net revenues for three months ended  September  30, 2011, an increase of
$12,930,782.  The  primary  reason  for  this  increase  in  2012  is due to the
impairment of goodwill and intangible  assets resulting from the loss of Aldi as
a customer of approximately $12.6 million.  The remaining increase is related to
a higher interest  expense due to a larger loan balance on BPI's working capital
line and the 2012 bridge loan to purchase  new  equipment  for the Mt.  Pleasant
Street facility.

                                       42
<PAGE>
NET LOSS

Net loss for the three months ended  September 30, 2012 totaled  $13,709,169  as
compared to $245,313 for the three months ended  September 30, 2011, an increase
of $13,463,856.  Of the Company's 2012 increase in net loss of $13,463,856,  the
South Street Bakery facility generated  approximately  $900,000 and goodwill and
intangible impairments resulting from the loss of Aldi as a customer resulted in
approximately $12.4 million of this net loss.

ENVIRONMENTAL QUALITY SERVICES, INC.

EQS

SEASONALITY

EQS's sales are  typically  higher  during the second and third  quarters of its
fiscal year. The fourth  quarter of the year is usually  affected by a slow down
at the holiday season and year end. In addition,  frigid  temperatures  combined
with the possibility of extreme  weather tend to discourage  projects from being
scheduled  during the winter  months.  In the first  quarter of 2011,  there was
significant  snowfall  which made it difficult to complete  projects which would
equate to laboratory production.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the nine months ended  September  30, 2012 totaled  $848,610 as
compared to $975,821 for the nine months ended September 30, 2011, a decrease of
$127,711 or  approximately  13.0%.  In September 2011, a flood at EQS's facility
resulted  in some  equipment  damage  which  impaired  EQS's  ability to operate
efficiently. It has taken longer than anticipated to recover some of the clients
that were  redirected  to other  laboratories.  In  addition,  one of EQS' major
clients lost a contract that was the primary  source of the work they  submitted
to EQS for analysis.

COST OF REVENUES

Cost of revenues for the nine months ended  September 30, 2012 totaled  $737,990
or   approximately   87.0%  of  net  revenues  as  compared  to   $1,047,178  or
approximately 107.3% for the nine months ended September 30, 2011; a decrease in
net  revenues of 13.0%  alongside  a decrease on cost of revenues of 29.5%.  The
primary  reason  for  this  decrease  in cost of  revenues  is  associated  with
improving operating  efficiencies in the laboratory.  There were also reductions
in personnel alongside an overall better management of material consumption.

                                       43
<PAGE>
OPERATING EXPENSES

Operating expenses for the nine months ended September 30, 2012 totaled $516,900
or  approximately  60.9% of net revenues as compared to $281,135 or 28.8% of net
revenues for the nine months ended  September  30, 2011, an increase of $235,765
or approximately  83.9%. The primary reason for this increase is attributable to
the hiring of additional sales staff to increase the sales volume of EQS. It has
taken longer than  anticipated  for the  additional  sales staff to generate the
projected revenues.

LOSS FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2012  totaled
$406,281  or  approximately  47.9% of net  revenues  as  compared to $352,493 or
approximately 36.1% for the nine months ended September 30, 2011, an increase in
loss from  operations of $53,788 or  approximately  15.3%.  The increase in loss
from  operations  was primarily  due to the  increases in operating  expenses as
noted above.

OTHER INCOME (EXPENSES)

Other income for the nine months  ended  September  30, 2012 totaled  $65,641 or
approximately 7.7% of net revenues as compared to other expenses of ($44,382) or
approximately  (4.5%) of net revenue for nine months ended  September  30, 2011.
The primary reason for this increase is due to an insurance  payment received in
July 2012 of  approximately  $115,000 to replace a piece of equipment  which was
damaged in September 2011. This increase was partially offset by higher interest
expenses  due to a larger  carrying  balance on EQS's  working  capital  line of
$736,097 and $514,669 as of September 30, 2012 and 2011, respectively.

NET LOSS

Net loss for the nine  months  ended  September  30,  2012  totaled  $340,640 as
compared to a net loss of $396,874 for the nine months ended September 30, 2011,
a decrease in net loss of $56,234 or  approximately  14.2%.  The decrease in net
loss is primarily  attributable to the proceeds from the insurance settlement as
discussed above.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the three months ended  September 30, 2012 totaled  $306,752 as
compared to $318,610 for the three months ended  September  30, 2011, a decrease
of $11,858 or  approximately  3.7%. In September 2011, a flood at EQS's facility
resulted  in some  equipment  damage  which  impaired  EQS's  ability to operate
efficiently. It has taken longer than anticipated to recover some of the clients

                                       44
<PAGE>
that were  redirected  to other  laboratories.  In  addition,  one of EQS' major
clients lost a contract that was the primary  source of the work they  submitted
to EQS for analysis.

COST OF REVENUES

Cost of revenues for the three months ended September 30, 2012 totaled  $245,729
or approximately  80.1% of net revenues as compared to $374,782 or approximately
117.6% for the three months ended September 30, 2011; a decrease in net revenues
of 3.7%  alongside a decrease on cost of revenues of 34.4%.  The primary  reason
for this decrease in cost of revenues is  associated  with  improving  operating
efficiencies  in  the  laboratory.   There  were  reductions  in  personnel  and
negotiations  for  discounts  on  consumables  with major  vendors  alongside an
overall better management of material consumption.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  September  30,  2012  totaled
$153,608 or approximately  50.1% of net revenues as compared to $99,906 or 31.4%
of net revenues for the three months ended  September  30, 2011,  an increase of
$53,702  or  approximately  53.8%.  The  primary  reason  for this  increase  is
attributable  to the hiring of  additional  sales  staff to  increase  the sales
volume of EQS. It has taken longer than  anticipated  for the  additional  sales
staff to generate the projected revenues.

LOSS FROM OPERATIONS

Loss from  operations  for the three  months  ended  September  30, 2012 totaled
$92,585 or  approximately  30.2% of net  revenues  as  compared  to  $156,078 or
approximately 49.0% for the three months ended September 30, 2011, a decrease in
loss from  operations of $63,493 or  approximately  88.5%.  The decrease in loss
from  operations  was primarily  due to the  increases in operating  expenses as
noted above.

OTHER INCOME (EXPENSES)

Other income for the three months ended  September  30, 2012 totaled  $98,498 or
approximately  32.1% of net revenues as compared to  ($31,810) or  approximately
10.0% of net revenue for three months ended  September  30, 2011, an increase of
$130,308.  The primary  reason for this increase is due to an insurance  payment
received in July 2012 of approximately  $115,000 to replace a piece of equipment
which was damaged in  September  2011.  This  increase was  partially  offset by
higher  interest  expenses  due to a larger  carrying  balance on EQS's  working
capital  line of  $736,097  and  $514,669  as of  September  30,  2012 and 2011,
respectively

NET INCOME (LOSS)

Net income for the three  months  ended  September  30, 2012  totaled  $5,913 as
compared to a net loss of  ($187,888)  for the three months ended  September 30,

                                       45
<PAGE>
2011, a decrease in net loss of $193,801.  The decrease in net loss is primarily
related to the proceeds from the insurance settlement as discussed above.

TYREE HOLDINGS CORP.

SEASONALITY AND BUSINESS CONDITIONS

Historically,  Tyree's  revenues  tend to be lower  during the first half of the
year as  Tyree's  customers  complete  their  planning  for the  upcoming  year.
Approximately  30% of Tyree's  revenues  are earned  from new  customer  capital
expenditures.  Customer's  capital  expenditures are cyclical and tend to mirror
the condition of the economy. During normal conditions,  Tyree will need to draw
from its borrowing  base early in the year and then pay down the borrowing  base
as the year  progresses  when it  generates  positive  cash  flows.  The highest
revenue  generation  occurs  from late in the second  quarter  through the third
quarter of the year.

On December 5, 2011 Tyree's largest customer,  Getty Petroleum  Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court in the Southern  District of New York. This bankruptcy  filing
had a  significant  impact  on  Tyree's  operations  and  financial  activities.
Although the  bankruptcy  proceedings  are ongoing,  we  anticipate  losses from
pre-petition  accounts  receivable to be approximately  $1,500,000.  Immediately
following  the  bankruptcy  filing  of GPMI,  all  ongoing  work  with  GPMI was
significantly  reduced and plans for Tyree's  restructuring  began,  including a
reduction of approximately 15% in workforce during the first quarter of 2012.

FINANCING

Tyree maintains a $15,000,000 revolving credit agreement with its Parent Amincor
which expires on January 17, 2013.  Borrowings  under this agreement are limited
to 70% of  eligible  accounts  receivable  and  the  lesser  of 50% of  eligible
inventory or  $4,000,000.  The balances  outstanding  under this  agreement were
$4,877,210  and  $4,723,639  as of  September  30, 2012 and 2011,  respectively.
Borrowings  under this  agreement  are  collateralized  by a first lien security
interest in all tangible and intangible  assets owned by Tyree.  Availability of
funding from Amincor is dependent on Amincor's  liquidity.  The annual  interest
rate  charged  on this  loan  was  approximately  5% for the nine  months  ended
September 30, 2012 and 2011.

Going  forward,  Tyree's growth will be difficult to attain until either (i) new
working  capital is earned through  profitable  operations or (ii) new equity is
invested into Tyree to facilitate organic and acquisition based growth.

LIQUIDITY

Tyree incurred net losses of $3,185,952 and $2,598,367 for the nine months ended
September 30, 2012 and 2011,  respectively.  Weather related problems during the

                                       46
<PAGE>
first quarter of 2011,  coupled with Tyree's largest customer filing  bankruptcy
in December 2011, as noted above,  produced large  write-offs of receivables and
reductions in revenues  which  resulted in corporate cash demands well in excess
of receipts from revenues,  thus stressing the available funding on the existing
credit facility. In the fourth quarter of 2011, management responded with a plan
to term out all current  vendors.  Much was  accomplished  during 2011 with $1.9
million of accounts  payable  converted to long and short term debt. Most of the
remaining  vendors have agreed to term notes early in 2012,  thus addressing the
cash  shortfall  produced in 2011.  In reaction to the GPMI  Bankruptcy  filing,
management  reduced employee  headcount by an additional 33 full time employees,
rescheduled accounts payable,  reduced management's  salaries and is negotiating
to reduce its rent  commitments.  In  addition,  Green  Valley Oil,  LLC ("Green
Valley"),  a sub tenant of GPMI,  went out of business  in June 2012.  Tyree was
able to secure two new customers to replace the lost business from Green Valley,
but the lost business was not replaced in its entirety.  Management continues to
analyze Tyree's overhead  expenses and will continue to reduce it as it works to
replace the business lost as a result of the GPMI bankruptcy filing.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the nine months ended September 30, 2012 totaled $28,294,571 as
compared to $32,899,569 for the nine months ended September 30, 2011, a decrease
of  $4,604,998  or  approximately  14.0%.  The  decrease in revenues in 2012 can
primarily be  attributable  to loss of revenues from GPMI due to its  bankruptcy
filing in December  2011.  Revenues by  operating  division  for the nine months
ended September 30, 2012 and September 30, 2011 were as follows:

                                                   2012                2011
                                               ------------        ------------
Revenues
  Service and Construction                     $ 18,186,769        $ 22,810,991
  Environmental, Compliance and Engineering       9,678,475           9,750,855
  Manufacturing / International                     429,327             337,723
                                               ------------        ------------
Total                                          $ 28,294,571        $ 32,899,569
                                               ============        ============

COST OF REVENUES

Cost  of  revenues  for  the  nine  months  ended  September  30,  2012  totaled
$22,228,393 or  approximately  78.6% of net revenues as compared to $26,621,526,
or 80.9% for the nine months ended  September  30,  2011.  Cost of revenues as a
percentage of net revenues was relatively  unchanged  between the two nine month
periods.

                                       47
<PAGE>
OPERATING EXPENSES

Operating  expenses  for the  nine  months  ended  September  30,  2012  totaled
$8,922,361,  or approximately  31.5% of net revenues compared to $8,427,597,  or
approximately 25.6% for the nine months ended September 30, 2011, an increase in
operating  expenses of 494,764 or approximately  5.9%. The increase in operating
expenses as a percentage  of net revenues in 2012 is  attributed  to  additional
severance costs from staff reductions as a result of GPMI's  bankruptcy  coupled
by the sudden decrease in revenues also due to the GPMI bankruptcy.

LOSS FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2012  totaled
$2,856,183, or approximately 10.1% of net revenues as compared to $2,149,554, or
approximately 6.5% of net revenues for the nine months ended September 30, 2011,
an increase in loss from  operations  of $706,629 or  approximately  32.9%.  The
increase  in loss from  operations  was  primarily  due to the  decrease  in net
revenues as previously discussed above.

OTHER EXPENSES

Other expenses for the nine months ended September 30, 2012 totaled  $329,769 or
approximately 1.2% of net revenues as compared to other expenses of $448,813, or
approximately 1.4% of net revenues for the nine months ended September 30, 2011,
a decrease  in other  expenses  of  $119,044  or 26.5%.  The  decrease  in other
expenses is primarily related to a loan consolidation in December 2011, with its
Parent,   Amincor,   and  a  more   favorable   interest  rate  with  that  loan
consolidation.

NET LOSS

Net loss for the nine months  ended  September  30, 2012 totaled  $3,185,952  as
compared to $2,598,367 for the nine months ended September 30, 2011, an increase
of $587,585.  The increase in net loss was  primarily  due to the factors  noted
above.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

NET REVENUES

Net revenues for the three months ended  September 30, 2012 totaled  $10,169,084
as compared to  $10,843,795  for the three  months ended  September  30, 2011, a
decrease of $674,711 or approximately 6.2%. The decrease in revenues in 2012 can
primarily be  attributable  to loss of revenues from GPMI due to its  bankruptcy
filing in December  2011.  Revenues by operating  divisions for the three months
ended September 30, 2012 and September 30, 2011 were as follows:

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<PAGE>
                                                   2012                2011
                                               ------------        ------------
Revenues
  Service and Construction                     $  6,490,654        $  7,618,071
  Environmental, Compliance and Engineering       3,443,412           3,140,810
  Manufacturing / International                     235,018              84,914
                                               ------------        ------------
Total                                          $ 10,169,084        $ 10,843,795
                                               ============        ============

COST OF REVENUES

Cost of  revenues  for  the  three  months  ended  September  30,  2012  totaled
$8,185,531 or approximately 80.5% of net revenues as compared to $9,488,751,  or
87.5% for the three months ended  September 30, 2011. The primary reason for the
decrease in cost of sales was  related to Tyree's  construction  division  which
focused on accepting less overall, but more profitable  construction jobs during
the three months ended September 30, 2012.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  September  30,  2012  totaled
$2,733,128,  or approximately  26.9% of net revenues compared to $2,466,647,  or
approximately  22.7% for the three months ended  September 30, 2011, an increase
of $266,481 or  approximately  10.8%.  The increase in  operating  expenses as a
percentage  of net  revenues  in 2012 is  primarily  related to an  increase  in
management fees paid to Tyree's parent, Amincor.

LOSS FROM OPERATIONS

Loss from  operations  for the three  months  ended  September  30, 2012 totaled
$749,575 or  approximately  7.4% of net revenues as compared to  $1,111,603,  or
approximately  10.3% of net revenues for the three  months ended  September  30,
2011, a decrease in loss from operations of $362,027 or approximately 32.6%. The
decrease in loss from  operations  was primarily due to the decrease in the cost
of revenues as explained above.

OTHER EXPENSES

Other expenses for the three months ended  September 30, 2012 totaled $99,409 or
approximately 1.0% of net revenues as compared to other expenses of $69,813,  or
approximately  0.6% of net revenues for the three  months  ended  September  30,
2011,  an increase  in other  expenses of $29,596 or  approximately  42.4%.  The
decrease in other expenses  during the three months ended September 30, 2012 was
primarily due to higher interest expense on borrowings from parent company.

NET LOSS

Net loss for the three  months  ended  September  30, 2012  totaled  $848,984 as
compared to $1,181,416 for the three months ended September 30, 2011, a decrease
in net loss of  $332,432.  The  decrease  in net loss was  primarily  due to the
factors noted above.

                                       49
<PAGE>
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations is based upon our consolidated condensed financial statements,  which
have been prepared in accordance with GAAP. The preparation of our  consolidated
condensed  financial  statements  in  accordance  with GAAP  requires us to make
certain estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements,  the reported
amounts and classification of revenues and expense during the periods presented,
and the  disclosure  of  contingent  assets and  liabilities.  We  evaluate  our
estimates  and  assumptions  on an ongoing  basis and material  changes in these
estimates or  assumptions  could occur in the future.  Changes in estimates  are
recorded  in the period in which they become  known.  We base our  estimates  on
historical  experience  and  various  other  assumptions  that we  believe to be
reasonable under the  circumstances  and at that time, the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ  materially from these estimates if past experience or other  assumptions
do not turn out to be substantially accurate.

Please refer to our Note 2 of our consolidated  condensed  financial  statements
contained in this Quarterly Report on Form 10-Q, and our Management's Discussion
and Analysis of Financial  Condition and Results of Operation  contained in Part
II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended  December
31, 2011 and Note 2 of our consolidated  financial  statements contained therein
for a more complete  discussion of our critical  accounting  policies and use of
estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Amincor  has not  entered  into,  and does not expect to enter  into,  financial
instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

We maintain "disclosure controls and procedures" as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating
our  disclosure  controls  and  procedures,   our  management   recognized  that
disclosure  controls and procedures,  no matter how well conceived and operated,
can provide only  reasonable,  not absolute,  assurance  that the  objectives of
disclosure  controls  and  procedures  are  met.   Additionally,   in  designing
disclosure controls and procedures,  our management  necessarily was required to
apply its  judgment in  evaluating  the  cost-benefit  relationship  of possible
disclosure  controls and procedures.  The design of any disclosure  controls and
procedures is also based in part upon certain  assumptions  about the likelihood

                                       50
<PAGE>
of future events,  and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.

Our management,  including our Chief  Executive  Officer and our Chief Financial
Officer,  has  evaluated  the  effectiveness  of  our  disclosure  controls  and
procedures  as of the end of the period  covered by this  report.  Based on such
evaluation,  and as  discussed  in greater  detail  below,  our Chief  Executive
Officer and Chief  Financial  Officer have concluded  that, as of the end of the
period covered by this report,  our disclosure  controls and procedures were not
effective:

     *    to give  reasonable  assurance  that the  information  required  to be
          disclosed by us in reports that we file under the Securities  Exchange
          Act of 1934 is recorded, processed, summarized and reported within the
          time periods  specified in the  Securities  and Exchange  Commission's
          rules and forms, and
     *    to ensure that  information  required to be  disclosed  in the reports
          that we file or submit  under the  Securities  Exchange Act of 1934 is
          accumulated and communicated to our management,  including our CEO and
          our CFO, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over  financial  reporting  as defined in Rule 13a-15 of the  Securities
Exchange  Act of 1934.  Our  internal  control  system was  designed  to provide
reasonable  assurance to our management and the Board of Directors regarding the
preparation  and  fair  presentation  of  published  financial  statements.  Our
internal control over financial reporting includes those policies and procedures
that:

     *    pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets,
     *    provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with  authorization
          of management and directors, and
     *    provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.

                                       51
<PAGE>
Our management has not assessed the  effectiveness  of our internal control over
financial  reporting as of September 30, 2012.  Management  understands  that in
making this assessment, it should use the criteria set forth by the Committee of
Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in its  Internal
Control-Integrated  Framework.  Although an assessment  using those criteria has
not been performed,  our management believes that the Company's internal control
over financial reporting was not effective at September 30, 2012.

As of the date of this report, we have been unable to complete a full assessment
and  adequately  test  our  internal   control  over  financial   reporting  and
accordingly lack the documented evidence that we believe is necessary to support
an assessment that our internal  control over financial  reporting is effective.
Without  such  testing,  we  cannot  conclude  whether  there  are any  material
weaknesses,  nor can we  appropriately  remediate any such weaknesses that might
have been detected.

Therefore,  there is a possibility that misstatements which could be material to
our  annual or  interim  financial  statements  could  occur  that  would not be
prevented or detected.

There have been no changes in our  internal  control  over  financial  reporting
during this fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

We will complete our assessment of internal control over financial reporting and
take the remediation  steps detailed below to enhance our internal  control over
financial  reporting  and  reduce  control  deficiencies.  With  regards  to the
improvement of our internal  controls over financial  reporting,  we believe the
following  steps  will  assist  in  reducing  our  deficiencies,  but  will  not
completely  eliminate  them.  We will  continue  to work on the  elimination  of
control weaknesses and deficiencies noted.

Management of the Company takes very  seriously the strength and  reliability of
the internal  control  environment for the Company.  Going forward,  the Company
intends to  implement  new  internal  policies and  undertake  additional  steps
necessary to improve the control environment including, but not limited to:

     *    Implementing an internal disclosure policy to govern the disclosure of
          material,  non-public information in a manner designed to provide full
          and fair disclosure of information about the Company.  This disclosure
          policy is intended  to ensure that  management  and  employees  of the
          Company and its subsidiaries comply with applicable laws including the
          SEC's Fair Disclosure  Rules  (Regulation FD) governing  disclosure of
          material, non-public information to the public.
     *    Strengthening  the effectiveness of corporate  governance  through the
          implementation  of  standard  policies  and  procedures  and  training
          employees.
     *    Establishing an audit committee of the Board.

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<PAGE>
     *    Assigning  additional  members  of the  management  team to  assist in
          preparing and reviewing the ongoing financial reporting process.

Management  is committed to and  acknowledges  its  responsibility  for internal
controls  over  financial  reporting  and  seeks to  continually  improve  these
controls.  In order to  eventually  achieve  compliance  with Section 404 of the
Sarbanes  Oxley Act,  we intend to perform  the  system and  process  evaluation
needed  to  comply  with  Section  404 of the  Sarbanes  Oxley  Act as  soon  as
reasonably possible.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In early 2011,  counsel for the former President of Imperia Masonry Supply Corp.
indicated  an intent to file suit  against  Imperia  Masonry  Supply  Corp.  The
allegations of such potential action are unknown to management at this point. To
date,  no  litigation  regarding  this matter has been filed.  The Company  will
disclose any  litigation  which results in the future.  Management  believes any
claims  made by the  former  President  will be deemed  frivolous  and will have
little or no impact on Imperia Masonry Supply Corp. or Amincor, Inc.

Capstone  Business Credit,  LLC, a related party, is the plaintiff (on behalf of
Amincor  Other Assets,  Inc.) in a foreclosure  action  against  Imperia  Family
Realty, LLC ("IFR").  IFR is related to the former owners of Masonry's business.
In November,  2011 a Judgment of  Foreclosure  was granted by the court ordering
that the IMSC property in Pelham  Manor,  New York (the  "Property")  be sold at
public auction.  As of December 31, 2009, the mortgage  related to this Property
was assigned to Amincor, Inc. and thereafter to Amincor Other Assets, Inc.

In  accordance  with the Judgment of  Foreclosure  a public  auction sale of the
Property was held on January 10, 2012.  Capstone Business Credit, LLC, on behalf
of Amincor Other Assets, Inc., bid the amount of its lien and was the successful
bidder.

As of the report date,  title to the Property has not been  transferred due to a
title issue involving the notice of pendency ("Notice") that expired and was not
renewed at least 20 days prior to the  Judgment  of  Foreclosure  and sale being
filed and entered. Since no title transfers or judgment/liens were filed against
the Property  after the  expiration  of the Notice,  the Company  believes it is
likely  conditional  title will be issued and after recording the deed, IFR will
no longer have any ownership  interest in the  property.  Once a deed is issued,
title to the property will be held in the name of Amincor Other Assets, Inc.

Management  believes  any  litigation  described  above will not have a material
impact on the Registrant or its related subsidiary companies.

Additionally,  on December 5, 2011,  Tyree's largest  customer,  Getty Petroleum
Marketing,  Inc.  ("GPMI")  filed for Chapter 11  bankruptcy  protection  in the

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United States Bankruptcy Court for the Southern District of New York. As of that
date, Tyree has a pre-petition receivable of $1,515,401.27. A Proof of Claim was
filed with the Bankruptcy court on Tuesday, April 10, 2012.

On August 27, 2012, the United States Bankruptcy Court for the Southern District
of New York  confirmed  GPMI's  Chapter  11 plan of  liquidation  offered by its
unsecured creditors  committee,  overruling the remaining  objections.  The plan
provides for all of the debtors' property to be liquidated over time and for the
proceeds  to be  allocated  to  creditors.  Any  assets not  distributed  by the
effective  date  will be held  by a  liquidating  trust  and  administered  by a
liquidation trustee,  who will be responsible for liquidating assets,  resolving
disputed claims,  making  distributions,  pursuing reserved causes of action and
winding up GPMI's affairs. As an unsecured creditor,  Tyree may never collect or
may only collect a small percentage of the pre-petition amounts owed.

On July 6, 2012, SFR Holdings, Ltd., Eden Rock Finance Master Limited, Eden Rock
Asset Based Lending Master Ltd., Eden Rock  Unleveraged  Finance Master Limited,
SHK Asset Backed Finance  Limited,  Cannonball  Plus Fund Limited and Cannonball
Stability Fund, LP (collectively,  the "Plaintiffs")  commenced an action in the
Supreme Court of the State of New York County of New York against Amincor, Inc.,
Amincor Other Assets,  Inc.,  their  officers and  directors,  John R. Rice III,
Joseph F.  Ingrassia and Robert L. Olson and various other  entities  affiliated
with or  controlled  directly  or  indirectly  by John R. Rice III and Joseph F.
Ingrassia  (collectively  the  "Defendants").  Plaintiffs allege that Defendants
engaged in wrongful acts,  including  fraudulent  inducement,  fraud,  breach of
fiduciary duty, unjust enrichment, fraudulent conveyance and breach of contract.
Plaintiffs are seeking  compensatory  damages in an amount in excess of $150,000
to be determined at trial.  Defendants believe that this lawsuit has no merit or
basis and intend to vigorously defend it.

On  September  28,  2012,  Sean  Frost  ("Frost")  filed a  Complaint  to Compel
Arbitration  Regarding Breach of Employment Contract and Related Breach of Labor
Code Claims and For an Award of  Compensatory  Damages in the Superior  Court of
the State of California,  County of San Diego against Epic Sports  International
Inc., Amincor, Inc. and Joseph Ingrassia (collectively,  the "Defendants").  The
first  cause  of  action  is  a  petition  to  compel   arbitration  for  unpaid
compensation and benefits pursuant to Frost's employment  agreement.  The second
cause of action is for breach of contract for alleged  non-payment  of expenses,
vacation days and assumption of certain debts.  The third cause of action is for
violation of the  California  Labor Code for failure to pay wages due and owing.
Frost is seeking  among other  things,  damages,  attorneys'  fees and costs and
expenses.  Defendants believe that this lawsuit has no merit or basis and intend
to vigorously defend it.

Other than noted above,  Registrant is not presently a party to any  litigation,
claim or  assessment  against  it,  and is unaware  of any  unasserted  claim or
assessment which will have a material effect on the financial position or future
operations of  Registrant.  No director,  executive  officer or affiliate of the
Registrant or owner of record or  beneficially  of more than five percent of the

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Registrant's  common stock is a party  adverse to  Registrant  or has a material
interest adverse to Registrant in any proceeding.

ITEM 1A. RISK FACTORS

                  RISK FACTORS RELATING TO AMINCOR'S SECURITIES

OUR STATUS AS A PUBLIC REPORTING COMPANY MAY BE A COMPETITIVE DISADVANTAGE.
We are  and  will  continue  to be  subject  to  the  disclosure  and  reporting
requirements  of  applicable  U.S.   securities  laws.  Many  of  our  principal
competitors are not subject to these disclosure and reporting requirements. As a
result,  we may be required to disclose certain  information and expend funds on
disclosure  and  financial  and other  controls that may put us at a competitive
disadvantage to our principal competitors.

SHAREHOLDERS  WILL HAVE LITTLE INPUT  REGARDING OUR MANAGEMENT  DECISIONS DUE TO
THE LARGE OWNERSHIP  POSITION HELD BY OUR EXISTING  MANAGEMENT AND THUS IT WOULD
BE DIFFICULT FOR  SHAREHOLDERS  TO MAKE CHANGES IN OUR OPERATIONS OR MANAGEMENT.
THEREFORE,  SHAREHOLDERS WILL BE SUBJECT TO DECISIONS MADE BY MANAGEMENT WHO ARE
THE MAJORITY SHAREHOLDERS, INCLUDING THE ELECTION OF DIRECTORS.

Our  officers  and  directors  directly  own  6,426,320  shares  of the total of
7,478,409  issued and outstanding  Class A voting shares of our common stock (or
approximately  86% of our  outstanding  voting  stock) and are in a position  to
continue to control us. Such  control  enables our  officers  and  directors  to
control all important  decisions relating to the direction and operations of the
Company without the input of our investors. Moreover, investors will not be able
to effect a change in our Board of Directors, business or management.

OUR STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR STOCK DUE TO THE ABSENCE OF
A PUBLIC TRADING MARKET.

There is presently no public trading  market for our common stock.  We intend in
the future to seek a market  maker to apply to have our common  stock  quoted on
the  Over-the-Counter  Bulletin Board, but have not done so to date. Until there
is an  established  trading  market,  holders  of our  common  stock may find it
difficult to sell their stock or to obtain accurate  quotations for the price of
the common stock. Even if a market for our common stock does develop,  our stock
price may be volatile, and such market may not be sustained.

BROKER-DEALERS  MAY BE  DISCOURAGED  FROM EFFECTING  TRANSACTIONS  IN OUR SHARES
BECAUSE  THEY MAY BE  CONSIDERED  PENNY  STOCKS  AND MAY BE SUBJECT TO THE PENNY
STOCK RULES.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange   Act"),   impose  sales  practice  and  disclosure
requirements on broker-dealers who make a market in "penny stocks." Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than

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securities  registered  on  some  national  securities  exchanges).  Our  shares
currently  are not  traded  on any  stock  exchange  nor are they  quoted on the
Over-the-Counter  Bulletin  Board.  We may in the future seek a market  maker to
apply to have our common stock quoted on the  Over-the-Counter  Bulletin  Board,
but have not done so to date. If we are successful in finding a market maker and
successful in applying for quotation on the Over-the-Counter Bulletin Board, our
stock may be  considered a "penny  stock." In that case,  purchases and sales of
our shares will be generally  facilitated  by  broker-dealers  who act as market
makers for our shares.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established  customer or "accredited  investor" (as defined by the
Securities   Act  of  1933,  as  amended)   must  make  a  special   suitability
determination for the purchaser and must receive the purchaser's written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt.

In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the
transaction is otherwise  exempt.  A broker-dealer  is also required to disclose
commissions  payable to the broker-dealer and the registered  representative and
current  quotations for the securities.  Finally, a broker-dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited  market in penny stocks.  The  additional  sales practice and disclosure
requirements imposed upon broker-dealers selling penny stock may discourage such
broker-dealers from effecting  transactions in our shares,  which could severely
limit the  market  liquidity  of the shares and impede the sale of our shares in
the secondary market.

INVESTORS THAT NEED TO RELY ON DIVIDEND INCOME OR LIQUIDITY  SHOULD NOT PURCHASE
SHARES OF OUR COMMON STOCK.

We do  not  anticipate  paying  any  dividends  on  our  common  stock  for  the
foreseeable  future.  Investors that need to rely on dividend  income should not
invest in our common  stock,  as any income would only come from any rise in the
market  price  of our  common  stock,  which  is  uncertain  and  unpredictable.
Investors  that require  liquidity  should also not invest in our common  stock.
There is no established  trading market, and should one develop,  it will likely
be volatile and such market may not be sustained.

HOLDERS OF OUR COMMON  STOCK MAY INCUR  IMMEDIATE  DILUTION  AND MAY  EXPERIENCE
FURTHER  DILUTION  BECAUSE OF OUR ABILITY TO ISSUE  ADDITIONAL  SHARES OF COMMON
STOCK AND AS A RESULT OF THE POSSIBLE EXERCISE OF HOLDERS OF OUR PREFERRED STOCK
TO CONVERT TO COMMON STOCK AFTER JANUARY 1, 2011.

We are  authorized  to issue up to  22,000,000  shares of Class A voting  common
stock and  40,000,000  shares or Class B non-voting  common stock and  3,000,000
shares of Preferred Stock. At present, there are 7,478,409 Class A common shares
and  21,245,190  Class B common shares and 1,752,823  shares of Preferred  Stock
issued and outstanding.  Our Board of Directors has the authority to cause us to

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issue  additional  shares of Class A common stock  without the consent of any of
our stockholders. Consequently, our stockholders may experience more dilution in
their percentage of ownership in the future.

Moreover,  the  conversion of our Preferred  shares after January 1, 2011 on the
basis of ten Class B Common  Shares for each  Preferred  Share  would  result in
dilution to our  current  holders of common  stock and once our common  stock is
trading  could cause a  significant  decline in the market  price for our common
stock.

As of the date of this  filing,  there were 54 Class A  stockholders  of record,
owning all of the 7,478,409 issued and outstanding  shares of our Class A common
stock;  there were 88  institutional  shareholders  of record  owning all of the
21,245,190 issued and outstanding  shares of our Class B non-voting common stock
and  there  were 35  institutional  shareholders  of  record  owning  all of the
1,752,823 issued and outstanding shares of our Preferred Stock.

FINANCIAL  INDUSTRY  REGULATORY  AUTHORITY SALES PRACTICE  REQUIREMENTS MAY ALSO
LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

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

WE ARE SUBJECT TO THE PERIODIC  REPORTING  REQUIREMENTS OF THE EXCHANGE ACT THAT
WILL  REQUIRE  US TO INCUR  AUDIT  FEES AND LEGAL  FEES IN  CONNECTION  WITH THE
PREPARATION OF SUCH REPORTS.  THESE  ADDITIONAL  COSTS COULD REDUCE OR ELIMINATE
OUR ABILITY TO EARN A PROFIT.

We are required to file  periodic  reports with the SEC pursuant to the Exchange
Act and the rules and  regulations  promulgated  thereunder.  In order to comply
with these requirements,  our independent registered public accounting firm will
have to review  our  financial  statements  on a  quarterly  basis and audit our
financial statements on an annual basis.  Moreover,  our legal counsel will have
to review and assist in the  preparation  of such reports.  The costs charged by
these  professionals  for such services  cannot be accurately  predicted at this
time because factors such as the number and type of transactions  that we engage
in and the  complexity of our reports cannot be determined at this time and will
have a major  affect  on the  amount  of time to be  spent by our  auditors  and
attorneys. However, the incurrence of such costs will obviously be an expense to
our  operations  and thus  have a  negative  effect on our  ability  to meet our

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overhead  requirements  and earn a profit.  We may be exposed to potential risks
resulting from new requirements  under Section 404 of the  Sarbanes-Oxley Act of
2002. If we cannot provide  reliable  financial  reports or prevent  fraud,  our
business and operating results could be harmed,  investors could lose confidence
in our  reported  financial  information,  and the  trading  price of our common
stock, if a market ever develops, could drop significantly.

POTENTIAL CONFLICTS OF INTEREST

The directors and officers of the Company have no obligation to devote full time
to the business of the  Company.  They are required to devote only such time and
attention to the affairs of the Company,  as they may deem  appropriate in their
sole discretion.  It is anticipated that they will each spend  approximately 70%
of  their  time on their  duties  related  to  Amincor  but  they  are  under no
obligation to continue to do so, nor are they  restricted by an agreement not to
compete  with the  Company and they may engage in other  activities  or ventures
which may result in various conflicts of interest with the Company.

             GENERAL RISK FACTORS RELATING TO AMINCOR'S SUBSIDIARIES

AMINCOR  WILL NEED  ADDITIONAL  CAPITAL  TO FUND THE  GROWTH  OF OUR  SUBSIDIARY
COMPANIES AND THIS NEW CAPITAL MAY NOT BE AVAILABLE.

Amincor will need additional  capital resources and operating income to meet the
expected   working   capital  and  capital   expenditure   requirements  of  its
subsidiaries.  However,  there can be no assurance  that such  resources will be
sufficient to fund the long-term growth of the subsidiaries businesses.  Amincor
may raise additional funds through public or private debt or equity  financings.
Amincor cannot assure investors that any additional  financing will be available
on favorable  terms,  or at all. If adequate  funds are not available or are not
available  on  acceptable  terms,  Amincor may not be able to take  advantage of
unanticipated  opportunities,  develop  new  products  or  otherwise  respond to
competitive  pressures,  or may be forced to curtail its  business.  In any such
case, its business, operating results or financial condition would be materially
adversely affected.

Amincor is currently  seeking to raise funds  sufficient  to finance its ongoing
operations.  If the Company is unable to obtain such additional  funding, it may
not be able to continue as a going concern.

OUR ABILITY TO RETAIN KEY PERSONNEL IN EACH OF OPERATING SUBSIDIARIES WILL BE AN
IMPORTANT  FACTOR IN THE  SUCCESS  OF OUR  BUSINESS  AND A FAILURE TO RETAIN KEY
PERSONNEL MAY RESULT IN OUR INABILITY TO MANAGE AND IMPLEMENT OUR BUSINESS PLAN.

We are  highly  dependent  upon  the  management  personnel  of  our  subsidiary
companies  because  of their  experience  in their  respective  industries.  The
competition  for  qualified  personnel  in the market in which our  subsidiaries

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operate  is  intense  and the  loss  of the  services  of one or  more of  these
individuals in any of these business segments may impair management's ability to
operate our subsidiaries. We have not purchased key man life insurance on any of
these  individuals,  which insurance would provide us with insurance proceeds in
the event of their death.  Without key man life  insurance,  we may not have the
financial resources to develop or maintain an affiliated business until we could
replace such  individual  and replace any business lost by the departure of that
person.

OUR SUBSIDIARIES FACE COMPETITION FROM LARGER AND BETTER-ESTABLISHED COMPANIES.

The market for products in our subsidiary businesses is highly competitive. Many
of their  competitors may have longer operating  histories,  greater  financial,
technical and marketing  resources,  and enjoy  existing  name  recognition  and
customer bases. Competitors may be able to respond more quickly to technological
change,  competitive  pressures,  or changes in consumer demand.  As a result of
their  advantages,  competitors  may be able to limit or curtail  our ability to
compete  successfully.  These competitive  pressures could materially  adversely
affect  our  subsidiary  businesses',   financial  condition,   and  results  of
operations.

SOME OF OUR  OPERATING  SUBSIDIARIES  MAY BE SUBJECT TO  ENVIRONMENTAL  LAWS AND
REGULATIONS THAT MAY RESULT IN ITS INCURRING  UNANTICIPATED  LIABILITIES,  WHICH
COULD HAVE AN ADVERSE EFFECT ON OUR OPERATING PERFORMANCE.

Federal,  state  and  local  authorities  subject  some  of our  facilities  and
operations  to  requirements   relating  to  environmental   protection.   These
requirements can be expected to change and expand in the future,  and may impose
significant capital and operating costs.

Environmental laws and regulations govern,  among other things, the discharge of
substances into the air, water and land, the handling, storage, use and disposal
of  hazardous  materials  and wastes and the cleanup of  properties  affected by
pollutants.  If any of our subsidiary  companies violate  environmental  laws or
regulations,  they may be required to implement  corrective actions and could be
subject to civil or criminal fines or penalties.  There can be no assurance that
we will not have to make significant capital expenditures in the future in order
to remain in compliance with applicable laws and regulations.  Contamination and
exposure  to  hazardous  substances  can also  result  in  claims  for  damages,
including personal injury, property damage, and natural resources damage claims.
Future  events,   such  as  changes  in  existing  laws  or  policies  or  their
enforcement, or the discovery of currently unknown contamination,  may give rise
to remediation liabilities or other claims that may be material.

Environmental  requirements  may become  stricter or be interpreted  and applied
more strictly in the future.  These future  changes or  interpretations,  or the
indemnification  for such  adverse  environmental  conditions,  could  result in
environmental compliance or remediation costs not anticipated by us, which could

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have a material adverse effect on our business,  financial  condition or results
of operations.

COMMODITY PRICE RISK.

Some of our  subsidiaries  purchase  certain  products  which  are  affected  by
commodity  prices  and are,  therefore,  subject to price  volatility  caused by
weather,   market   conditions  and  other  factors  which  are  not  considered
predictable or within our control.  Although many of the products  purchased are
subject to changes in commodity prices,  certain purchasing contracts or pricing
arrangements have been negotiated in advance to minimize price volatility. Where
possible,  we use these types of purchasing techniques to control costs. In many
cases,  we believe we will be able to address  commodity cost increases that are
significant  and appear to be  long-term  in nature by  adjusting  our  pricing.
However,  long-term  increases in commodity prices may result in lower operating
margins at some of subsidiaries.

CHANGES OF PRICES FOR PRODUCTS.

While the prices of a  Subsidiary's  products  are  projected to be in line with
those from  market  competitors,  there can be no  assurance  that they will not
decrease in the future.  Competition  may cause a subsidiary  to lower prices in
the future.  Moreover, it is difficult to raise prices even if internal costs of
production increase.

                   RISK FACTORS AFFECTING BAKER'S PRIDE, INC.

ONE  CUSTOMER  ACCOUNTED  FOR THE MAJORITY OF BPI'S  REVENUES.  THE LOSS OF THIS
CUSTOMER  WILL  HAVE AN  IMMEDIATE  AND  SUBSTANTIAL  IMPACT ON OUR  RESULTS  OF
OPERATIONS, FINANCIAL CONDITION, AND PROFITABILITY.

Aldi accounted for a majority of BPI's revenue. Aldi notified BPI that effective
October 31, 2012, Aldi will be terminating BPI as a supplier.  The known loss of
Aldi will have a materially  adverse  effect on BPI's results of operations  and
financial  condition If management is unable to replace this  business,  it will
have a materially adverse effect on operations during the short-term until BPI's
is able to generate replacement customers.

At the date of this filing,  BPI has stopped  production at the Jefferson Street
facility due to BPI's primary customer, Aldi, terminating its contract with BPI.
The contract  termination has necessitated  layoffs of production  personnel and
wage  reductions  of  remaining  personnel  in order to  minimize  losses  until
production resumes at the Jefferson Street facility.

DEPENDENCE ON KEY PERSONNEL.

BPI's success depends to an extent upon the performance of its management  team,
which Robert  Brookhart,  who is responsible for all operations and sales of the

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business. The loss or unavailability of Mr. Brookhart could adversely affect its
business and prospects and operating results and/or financial condition.

CHANGES OF PRICES FOR PRODUCTS.

While the prices of BPI's  products are  projected to be in line with those from
market competitors, there can be no assurance that they will not decrease in the
future. Competition may cause BPI to lower prices in the future. Moreover, it is
difficult to raise prices even if internal costs of production increase.

INCREASED COMMODITY PRICES AND AVAILABILITY MAY IMPACT PROFITABILITY.

BPI is dependent  upon eggs,  oils,  and flour for  ingredients.  Many commodity
prices have  experienced  recent  volatility.  Increases in commodity prices and
availability could have an adverse impact on BPI's profitability.

CHANGE  IN  CONSUMER  PREFERENCES  MAY  ADVERSELY  AFFECT  BPI'S  FINANCIAL  AND
OPERATIONAL RESULTS.

BPI's  success  is  contingent  upon its  ability  to  forecast  the  tastes and
preferences  of consumers and offer  products that appeal to their  preferences.
Consumer preference changes due to taste,  nutritional content or other factors,
and BPI's failure to anticipate, identify or react to these changes could result
in reduced demand for its products,  which could adversely  affect its financial
and  operational  results.  The current  consumer  focus on wellness  may affect
demand for its  products.  BPI  continues  to  explore  the  development  of new
products that appeal to consumer preference trends while maintaining the product
quality standards.

PRODUCT RECALL OR SAFETY CONCERNS MAY ADVERSELY AFFECT FINANCIAL AND OPERATIONAL
RESULTS.

BPI may have to recall certain products should they be mislabeled,  contaminated
or damaged or if there is a perceived  safety issue.  A perceived  safety issue,
product  recall or an  adverse  result in any  related  litigation  could have a
material adverse effect on BPI's operations,  financial  condition and financial
results.

LOSS OF  FACILITIES  COULD  ADVERSELY  AFFECT BPI'S  FINANCIAL  AND  OPERATIONAL
RESULTS.

BPI currently has three production facilities:  the Jefferson Street Bakery, the
Mt.  Pleasant Street Bakery,  and South Street Bakery.  The loss of any of these
facilities could have an adverse impact on BPI's operations, financial condition
and results of operations.

INCREASES IN LOGISTICS AND OTHER  TRANSPORTATION-RELATED  COSTS COULD MATERIALLY
ADVERSELY IMPACT BPI'S RESULTS OF OPERATIONS.

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BPI's ability to competitively  serve its customers  depends on the availability
of reliable and low-cost  transportation.  BPI uses trucks to bring its products
to market. Disruption to the timely supply of these services or increases in the
cost of these services for any reason,  including  availability or cost of fuel,
regulations  affecting the industry,  or labor  shortages in the  transportation
industry,  could have an adverse  effect on BPI's ability to serve its customer,
and could  materially and adversely affect BPI's business,  financial  condition
and results of operations.

A POTENTIAL  ENVIRONMENTAL  HAZARD EXISTS ON BPI'S MT.  PLEASANT  STREET BAKERY,
INC. PROPERTY.

An  environmental  site  assessment  conducted  in the  fall  of 2011  showed  a
potential  environmental  hazard on the  property  adjacent to the Mt.  Pleasant
Street  Bakery  caused by the  operations  on the  adjacent  property.  The Iowa
Department of Natural Resources  ("IDNR") requested a Tier 2 site cleanup report
("Tier  2")  be  issued  and  completed  in  order  to  better  understand  what
environmental hazard exists on the property.  The Tier 2 site cleanup report was
completed  on February  3, 2012 and was  submitted  to IDNR for further  review.
Management  has  retained  the  necessary  environmental  consultants  to  be in
compliance with IDNR's request, but the potential liability is largely dependent
on  IDNR's  recommended  remediation  strategy.  At  this  time,  the  potential
liability is estimated to be  approximately  $115,000.  The remediation  work is
100% eligible for a refund from IDNR's Innocent  Landowner Fund. A liability has
been recorded on BPI's balance sheet for this amount and a  corresponding  asset
was also  recorded  to reflect  the future  expense and refund to be incurred by
BPI.

           RISK FACTORS AFFECTING ENVIRONMENTAL QUALITY SERVICES, INC.

EQS' RESULTS MAY FLUCTUATE DUE TO CERTAIN REGULATORY,  MARKETING AND COMPETITIVE
FACTORS OVER WHICH EQS HAS LITTLE OR NO CONTROL.

The  factors  listed  below are  outside  of EQS's  control  and may cause  EQS'
revenues and result of operations to fluctuate significantly, including, but not
limited to: (i) actions taken by regulatory  bodies relating to the verification
and certification of EQS products/services; (ii) the timing and size of customer
purchases;  and (iii) customer and/or distributors  concerns about the stability
of  EQS'  business  which  could  cause  them  to  seek   alternatives   to  EQS
products/services.

EQS  FACES   CONSTANT   CHANGES   IN   GOVERNMENTAL   STANDARDS   BY  WHICH  ITS
PRODUCTS/SERVICES ARE EVALUATED.

EQS  believes  that due to the  constant  focus on the  environmental  standards
throughout  the world,  EQS may be  required  in the future to adhere to new and
more stringent government regulations.  Governmental agencies constantly seek to
improve  standards  required for verification  and/or  certification of products
and/or  services.  In the event EQS'  products/services  fail to meet these ever

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changing standards,  some or all of its products/services may become obsolete or
de-listed from government  verification  having a direct negative effect on EQS'
ability to generate revenue and remain profitable.

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

EQS' success depends to an extent upon the performance of its employees, some of
whom hold  certain  licenses,  permits and  certifications,  including,  but not
limited to Ms.  Patricia  Werner - Els. The loss or  inability to replace  these
employees holding the licenses,  permits or certifications  necessary to conduct
EQS' business,  could adversely  affect its business and prospects and operating
results and/or financial condition.

                   RISK FACTORS AFFECTING TYREE HOLDINGS CORP.

TYREE IS EXPOSED TO CREDIT RISK, INCLUDING  BANKRUPTCY,  OF ITS CUSTOMERS IN THE
ORDINARY COURSE OF BUSINESS.

Tyree has various  credit terms with  virtually  all of its  customers,  and its
customers have varying degrees of creditworthiness. Although Tyree evaluates the
creditworthiness of each of its customers, Tyree may not always be able to fully
anticipate  or  detect  deterioration  in  their  creditworthiness  and  overall
financial condition, which could expose Tyree to an increased risk of nonpayment
or other default under its  contracts and other  arrangements  with them. In the
event that a material customer or customers default on their payment obligations
to Tyree or file for  bankruptcy  protection,  this could  materially  adversely
affect  Tyree's  financial  condition,  results  of  operations  or cash  flows.
Similarly, Tyree has entered into workout arrangements with many of its vendors.
While  Tyree  entered  these  arrangements  in good  faith,  in the event  Tyree
defaults on its workout  obligations,  this could  materially  adversely  affect
Tyree's financial condition, results of operations or cash flows.

On December 5, 2011, Tyree's largest customer,  Getty Petroleum Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court for the Southern  District of New York. As of that date, Tyree
has a pre-petition receivable of $1,515,401.27.  As an unsecured creditor, Tyree
may never collect or may only collect a small  percentage  of this  pre-petition
amount owed.  Additionally,  Tyree has a post-petition  administrative claim for
$593,709.20.  Tyree may never collect or may only collect a small  percentage of
this  post-petition  amount  owed. A Proof of Claim with respect to amounts owed
prior to the petition date was filed with the Bankruptcy  court on Tuesday April
10, 2012.

On August 27, 2012, the United States Bankruptcy Court for the Southern District
of New York  confirmed  GPMI's  Chapter  11 plan of  liquidation  offered by its
unsecured creditors  committee,  overruling the remaining  objections.  The plan
provides for all of the debtors' property to be liquidated over time and for the
proceeds  to be  allocated  to  creditors.  Any  assets not  distributed  by the
effective  date  will be held  by a  liquidating  trust  and  administered  by a
liquidation trustee,  who will be responsible for liquidating assets,  resolving
disputed claims,  making  distributions,  pursuing reserved causes of action and

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winding up GPMI's affairs. As an unsecured creditor,  Tyree may never collect or
may only collect a small percentage of the pre-petition amounts owed.

GPMI's bankruptcy has materially  adversely affected and continues to materially
affect Tyree's financial condition, results of operations and cash flows.

FAILURE TO COMPLETE A PROJECT  TIMELY OR FAILURE TO MEET A REQUIRED  PERFORMANCE
STANDARD ON A PROJECT COULD CAUSE TYREE TO INCUR A LOSS WHICH MAY AFFECT OVERALL
PROFITABILITY.

Completion  dates and performance  standards may be important  requirements to a
client  on a given  project.  If Tyree is unable to  complete  a project  within
specified deadlines or fails to meet performance criteria set forth by a client,
additional  costs  may be  incurred  by  Tyree  or the  client  may  hold  Tyree
responsible  for costs  they  incur to  rectify  the  problem.  The  uncertainty
involved in the timing of certain projects could also negatively  affect Tyree's
staff utilization, causing a drop in efficiency and reduced profits.

SUBCONTRACTOR  PERFORMANCE  AND PRICING COULD EXPOSE TYREE TO LOSS OF REPUTATION
AND ADDITIONAL FINANCIAL OR PERFORMANCE OBLIGATIONS THAT COULD RESULT IN REDUCED
PROFITS OR LOSSES.

Tyree often hires subcontractors for its projects. The success of these projects
depends,   in  varying  degrees,   on  the   satisfactory   performance  of  its
subcontractors and Tyree's ability to successfully  manage  subcontractor  costs
and pass them through to its customers.  If Tyree's  subcontractors  do not meet
their  obligations or Tyree is unable to manage or pass through costs, it may be
unable to  profitably  perform  and  deliver  contracted  services.  Under these
circumstances,  Tyree may be required to make additional  investments and expend
additional  resources  to ensure the  adequate  performance  and delivery of the
contracted  services.  In  addition,  the  inability  of its  subcontractors  to
adequately perform or Tyree's inability to manage subcontractor costs on certain
projects could hurt Tyree's competitive  reputation and ability to obtain future
projects.

TYREE'S  SERVICES  COULD  EXPOSE IT TO  SIGNIFICANT  LIABILITY  NOT  COVERED  BY
INSURANCE.

The services  provided by Tyree expose it to significant  risks of  professional
and other  liabilities.  In  addition,  Tyree  sometimes  assumes  liability  by
contract under indemnification provisions.  Tyree is unable to predict the total
amount of such  potential  liabilities.  Tyree has  obtained  insurance to cover
potential  risks  and  liabilities.  However,  insurance  may be  inadequate  or
unavailable in the future to protect Tyree for such liabilities and risks.

ENVIRONMENTAL  AND POLLUTION RISKS COULD  POTENTIALLY  IMPACT TYREE'S  FINANCIAL
RESULTS.

Tyree is exposed to certain  environmental and pollution risks due to the nature
of some of the contract work it performs.  Costs associated with pollution clean
up efforts and environmental  regulatory  compliance have not yet had a material

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adverse impact on its capital  expenditures,  earnings, or competitive position.
However,  the  occurrence  of a future  environmental  or pollution  event could
potentially have an adverse impact.

TYREE  INCURS  SUBSTANTIAL  COSTS TO  COMPLY  WITH  ENVIRONMENTAL  REQUIREMENTS.
FAILURE TO COMPLY WITH THESE REQUIREMENTS AND RELATED LITIGATION ARISING FROM AN
ACTUAL OR PERCEIVED  BREACH OF SUCH  REQUIREMENTS  COULD ALSO  SUBJECT  TYREE TO
FINES, PENALTIES, JUDGMENTS AND IMPOSE LIMITS ON TYREE'S ABILITY TO EXPAND.

Tyree is subject to potential  liability and  restrictions  under  environmental
laws,  including those relating to treatment,  storage and disposal of gasoline,
discharges to air and water, and the remediation of contaminated  soil,  surface
water and groundwater. If Tyree does not comply with the requirements that apply
to a particular site or if it operates without  necessary  approvals or permits,
Tyree could be subject to civil, and possibly criminal, fines and penalties, and
may be  required  to  spend  substantial  capital  to bring  an  operation  into
compliance or to temporarily or permanently discontinue activities,  and/or take
corrective  actions.  Those  costs or actions  could be  significant  and impact
Tyree's results of operations, cash flows and available capital.

In addition to the costs of complying with  environmental  laws and regulations,
Tyree may incur costs  defending  against  environmental  litigation  brought by
governmental  agencies  and  private  parties.  Tyree may be in the  future be a
defendant in lawsuits brought by parties alleging environmental damage, personal
injury,  and/or property damage, which may result in Tyree incurring significant
liabilities.

ADVERSE WEATHER LESSENS DEMAND FOR TYREE'S SERVICES.

Demand for Tyree's  services,  decreases  substantially  during  periods of cold
weather,  when it snows or when heavy or  sustained  rains  fall.  Consequently,
demand for Tyree's  services are  significantly  lower  during the winter.  High
levels of rainfall can also adversely impact  operations during these periods as
well.  Such adverse  weather  conditions  can  materially  and adversely  affect
Tyree's  results of  operations  and  profitability  if they occur with  unusual
intensity, during abnormal periods, or last longer than usual.

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

Tyree's success depends to an extent upon the performance of its managers,  some
of whom hold certain licenses, permits and certifications. The loss or inability
to replace  these  managers  holding  the  licenses,  permits or  certifications
necessary to conduct Tyree's  business,  could adversely affect its business and
prospects and operating results and/or financial condition.

THE FACTORS ABOVE ARE NOT  EXHAUSTIVE.  FOR A MORE COMPLETE LIST OF RISK FACTORS
AFFECTING THE COMPANY AND ITS SUBSIDIARIES, PLEASE REFER TO THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED  DECEMBER  31, 2011 FILED WITH THE
UNITED STATES  SECURITIES  AND EXCHANGE  COMMISSION  ON APRIL 16, 2012,  AND ANY
AMENDMENTS THERETO.

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ITEM 5. OTHER INFORMATION

On June 27, 2012, the Company issued 68,928 shares of Class B common shares as a
correction of the amount of shares issued on the Company's  Payment in Kind date
of December  31,  2009.  Management  discovered  a  calculation  error and these
additional Class B common shares were issued to accurately  represent the number
of shares owned by the  shareholder.  As a result,  the amount of Class B shares
outstanding as of December 31, 2011 and the weighted average shares  outstanding
for the nine months ended September 30, 2011 have been restated.

Baker's Pride, Inc. ("BPI") was advised verbally on July 12, 2012 and by written
notice on July 16, 2012 that effective  October 31, 2012, Aldi, Inc., BPI's most
significant customer, will be terminating BPI as a supplier to Aldi, Inc. due to
BPI's inability to meet certain pricing, cost and product offering needs.

BPI's  management and sales team continues to actively  seeking new customers to
replace the Aldi, Inc. business.

On  September  28,  2012,  Sean  Frost  ("Frost")  filed a  Complaint  to Compel
Arbitration  Regarding Breach of Employment Contract and Related Breach of Labor
Code Claims and For an Award of  Compensatory  Damages in the Superior  Court of
the State of California,  County of San Diego against Epic Sports  International
Inc., Amincor, Inc. and Joseph Ingrassia (collectively,  the "Defendants").  The
first  cause  of  action  is  a  petition  to  compel   arbitration  for  unpaid
compensation and benefits pursuant to Frost's employment  agreement.  The second
cause of action is for breach of contract for alleged  non-payment  of expenses,
vacation days and assumption of certain debts.  The third cause of action is for
violation  of the  California  Labor Code for failure to pay wages due and owing
Frost is seeking  among other  things,  damages,  attorneys'  fees and costs and
expenses.  Defendants believe that this lawsuit has no merit or basis and intend
to vigorously defend it.

ITEM 6. EXHIBITS

31.1+    Chief Executive Officer's  Certificate,  pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2+    Chief Financial Officer's  Certificate,  pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1+    Chief Executive Officer's  Certificate,  pursuant to 18 U.S.C.  Section
         1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.

32.2+    Chief Financial Officer's  Certificate,  pursuant to 18 U.S.C.  Section
         1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002.

101++    Interactive data files pursuant to Rule 405 of Regulation S-T.

----------
+  Filed Herewith
++ To be Filed by Amendment

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                                   SIGNATURES

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

                                            AMINCOR, INC.


Date: November 21, 2012                     By: /s/ John R. Rice, III
                                                --------------------------------
                                                John R. Rice, III
                                                President


Date: November 21, 2012                     By: /s/ Robert L. Olson
                                                --------------------------------
                                                Robert L. Olson
                                                Chief Financial Officer


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