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: March 31, 2011

[ ] 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)

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

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
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 May 15, 2011, there were 7,478,409  shares of Registrant's  Class A Common
Stock and 21,176,262 shares of Registrant's Class B Common Stock outstanding.
<PAGE>
                                  AMINCOR, INC.
                               REPORT ON FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

                                    Contents

PART I  - FINANCIAL INFORMATION............................................... 4

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

   Item 2.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................24

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk........34

   Item 4.  Controls and Procedures...........................................34

PART II  - OTHER INFORMATION..................................................36

   Item 1. Legal Proceedings..................................................36

   Item 1A. Risk Factors......................................................37

   Item 6. Exhibits...........................................................40

SIGNATURES....................................................................41

                                       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.

                       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 website is located at http://www.amincorinc.com. The website contains a link
to the SEC's Web site, where electronic copies of the materials we file with the
SEC are available for viewing (including annual reports on Form 10-K,  quarterly
reports on Form 10-Q, current reports on Form 8-K and other required filings).

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                         Amincor, Inc. and Subsidiaries
                      Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                March 31,           December 31,
                                                                  2011                  2010
                                                              ------------          ------------
                                                               (unaudited)
<S>                                                           <C>                   <C>
                                   ASSETS

CURRENT ASSETS:
  Cash                                                        $  1,372,282          $  2,643,069
  Accounts receivable, net of allowance of $662,543
   and $608,325, respectively                                    9,497,091             8,878,357
  Note receivable                                                       --               522,501
  Due from related party                                         1,781,396             1,717,233
  Inventories, net                                               5,182,337             4,468,578
  Costs and estimated earnings in excess of billings
   on uncompleted contracts                                        774,666               279,152
  Prepaid expenses and other current assets                        881,137               899,693
                                                              ------------          ------------
      TOTAL CURRENT ASSETS                                      19,488,909            19,408,583
                                                              ------------          ------------

PROPERTY AND EQUIPMENT, NET                                     17,343,376            17,469,999
                                                              ------------          ------------
OTHER ASSETS:
  Mortgages receivable                                           6,180,000             6,180,000
  Goodwill                                                      15,777,898            15,569,400
  Other intangible assets, net                                  14,221,314            14,446,590
  Deferred financing costs, net                                    280,342               319,465
  Other assets                                                     437,081               449,239
  Assets held for sale                                           2,930,000             6,575,000
                                                              ------------          ------------
      TOTAL OTHER ASSETS                                        39,826,635            43,539,694
                                                              ------------          ------------

      TOTAL ASSETS                                            $ 76,658,920          $ 80,418,276
                                                              ============          ============
</TABLE>


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

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

<TABLE>
<CAPTION>
                                                                      March 31,            December 31,
                                                                        2011                   2010
                                                                    ------------           ------------
                                                                     (unaudited)
<S>                                                                 <C>                    <C>
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                  $ 11,927,702           $ 12,213,624
  Assumed liabilities - current portion                                2,567,371              2,480,921
  Accrued expenses and other current liabilities                       3,419,451              4,306,900
  Due to related party                                                   276,407                     --
  Loans payable to related party                                         439,783                713,930
  Notes payable - current portion                                        350,810                418,181
  Capital lease obligations - current portion                            224,566                254,220
  Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                 962,292                536,825
  Due to officer                                                         210,228                206,860
                                                                    ------------           ------------
      TOTAL CURRENT LIABILITIES                                       20,378,610             21,131,461
                                                                    ------------           ------------

LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                            28,375                 28,375
  Capital lease obligations - net of current portion                     603,570                637,901
  Notes payable - net of current portion                               1,628,444              1,643,483
  Other long-term liabilities                                             39,022                 33,382
                                                                    ------------           ------------
      TOTAL LONG-TERM LIABILITIES                                      2,299,411              2,343,141
                                                                    ------------           ------------
      TOTAL LIABILITIES                                               22,678,021             23,474,602
                                                                    ------------           ------------
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, 21,176,262 issued and oustanding                21,177                 21,177
  Additional paid-in capital                                          88,251,513             88,250,202
  Accumulated deficit                                                (32,647,673)           (29,858,319)
                                                                    ------------           ------------
      TOTAL AMINCOR SHAREHOLDERS' EQUITY                              55,634,248             58,422,291
                                                                    ------------           ------------
NONCONTROLLING INTEREST EQUITY                                        (1,653,349)            (1,478,617)
                                                                    ------------           ------------
      TOTAL SHAREHOLDERS' EQUITY                                      53,980,899             56,943,674
                                                                    ------------           ------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $ 76,658,920           $ 80,418,276
                                                                    ============           ============
</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
                          Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                         2011                   2010
                                                                     ------------           ------------
                                                                      (unaudited)            (unaudited)
<S>                                                                  <C>                    <C>
NET REVENUES                                                         $ 16,111,281           $ 22,445,230

COST OF REVENUES                                                       12,297,395             16,730,538
                                                                     ------------           ------------
      Gross profit                                                      3,813,886              5,714,692

SELLING, GENERAL AND ADMINISTRATIVE                                     6,687,857              5,935,470
                                                                     ------------           ------------
      Loss from operations                                             (2,873,971)              (220,778)
                                                                     ------------           ------------
OTHER EXPENSES (INCOME):
  Interest expense, net                                                   118,866                648,831
  Other income                                                            (28,751)               (21,077)
                                                                     ------------           ------------
      Total Other Expenses (Income)                                        90,115                627,754
                                                                     ------------           ------------

Loss before provision for income taxes                                 (2,964,086)              (848,532)
                                                                     ------------           ------------
Provision for income taxes                                                     --                     --
                                                                     ------------           ------------
Net loss                                                               (2,964,086)              (848,532)
                                                                     ------------           ------------
Net (loss) income attributable to non-controlling interests              (174,732)                34,541
                                                                     ------------           ------------

Net loss attributable to Amincor shareholders                        $ (2,789,354)          $   (883,073)
                                                                     ============           ============
LOSS PER SHARE - BASIC AND DILUTED
  Net loss attributable to Amincor shareholders                      $      (0.10)          $      (0.06)
                                                                     ============           ============

  Weighted average shares outstanding - basic and diluted              28,654,671             14,126,820
                                                                     ============           ============
</TABLE>


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

                                       6
<PAGE>
                         Amincor, Inc. and Subsidiaries
      Consolidated Condensed Statements of Changes in Shareholders' Equity
                   Three Months Ended March 31, 2011 and 2010

<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, 2009              --          --      14,126,820       $14,127              --           --

Prior period adjustment                   --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at December 31, 2009,
 as restated                              --          --      14,126,820        14,127              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Issuance of preferred and
 common stock to investors
 in the limited partnerships
 that were lenders to the
 predecessor business of the
 Company's subsidiaries            1,752,823       1,753              --            --      21,176,262       21,177
Net loss                                  --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at March 31, 2010
 (unaudited)                       1,752,823       1,753      14,126,820        14,127      21,176,262       21,177
                                  ----------      ------      ----------       -------      ----------      -------
Balance at December 31, 2010       1,752,823       1,753       7,478,409         7,478      21,176,262       21,177
                                  ----------      ------      ----------       -------      ----------      -------
Stock based compensation                  --          --              --            --              --           --
Net loss                                  --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at March 31, 2011
 (unaudited)                       1,752,823      $1,753       7,478,409       $ 7,478      21,176,262      $21,177
                                  ==========      ======      ==========       =======      ==========      =======

                                  Amincor, Inc. and Subsidiaries
                                  ------------------------------
                                  Additional
                                    Paid-in          Accumulated       Non-controlling       Total
                                    Capital           Deficit            Interest           Equity
                                    -------           -------            --------           ------
Balance at December 31, 2009      $48,957,087       $(23,129,690)      $(1,295,085)      $ 24,546,439

Prior period adjustment                    --            728,066            87,238            815,304
                                  -----------       ------------       -----------       ------------
Balance at December 31, 2009,
 as restated                       48,957,087        (22,401,624)       (1,207,847)        25,361,743
                                  -----------       ------------       -----------       ------------
Issuance of preferred and
 common stock to investors
 in the limited partnerships
 that were lenders to the
 predecessor business of the
 Company's subsidiaries               (22,930)                --                --                 --
Net loss                                   --           (883,073)           34,541           (848,532)
                                  -----------       ------------       -----------       ------------
Balance at March 31, 2010
 (unaudited)                       48,934,157        (23,284,697)       (1,173,306)        24,513,211
                                  -----------       ------------       -----------       ------------
Balance at December 31, 2010       88,250,202        (29,858,319)       (1,478,617)        56,943,674
                                  -----------       ------------       -----------       ------------
Stock based compensation                1,311                 --                --              1,311
Net loss                                   --         (2,789,354)         (174,732)        (2,964,086)
                                  -----------       ------------       -----------       ------------
Balance at March 31, 2011
 (unaudited)                      $88,251,513       $(32,647,673)      $(1,653,349)      $ 53,980,899
                                  ===========       ============       ===========       ============
 </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
                          Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                                2011                   2010
                                                                            ------------           ------------
                                                                             (unaudited)            (unaudited)
<S>                                                                         <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                  $ (2,964,086)          $   (848,532)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization of property and equipment                     614,047                314,428
     Amortization of intangible assets                                           522,276                514,175
     Amortization of deferred financing cost                                      39,123                 39,117
     Stock based compensation                                                      1,311                     --
     Gain on sale of equipment                                                   (39,010)                    --
     Provision for doubtful accounts                                              54,218                150,954
  Changes in assets and liabilities:
     Accounts receivable                                                        (672,952)            (3,537,187)
     Due from factor - related party                                                  --                 66,106
     Inventory                                                                  (713,759)              (308,998)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                  (495,514)              (611,459)
     Construction in process                                                          --                113,336
     Prepaid expenses and other current assets                                    18,556                330,890
     Other assets                                                                 12,157                 35,048
     Accounts payable                                                           (322,766)               670,810
     Accrued expenses and other current liabilities                             (887,443)             3,329,422
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                   425,467              2,212,732
     Billings on construction                                                         --             (1,357,778)
     Other long-term liabilities                                                   5,640                 96,179
                                                                            ------------           ------------
           NET CASH (USED IN) PROVIDED BY OPERATIONS                          (4,402,735)             1,209,243
                                                                            ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                            (82,889)               (40,393)
  Proceeds from sales of assets held for sale                                  3,645,000                     --
  Proceeds from sales of equipment                                                50,515                     --
                                                                            ------------           ------------
           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                 3,612,626                (40,393)
                                                                            ------------           ------------
</TABLE>


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


                                       8
<PAGE>
                         Amincor, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                          Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                                2011                   2010
                                                                            ------------           ------------
                                                                             (unaudited)            (unaudited)
<S>                                                                          <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds/repayments from/to related parties                                212,244               (524,308)
  Net payments of loans with related party                                      (274,147)              (775,259)
  Principal payments of capital lease obligations                                (63,985)               (59,075)
  Net (payments) proceeds from notes payable                                     (82,410)             1,201,248
  Due to officer / shareholder                                                     3,368                (17,489)
  Payments of assumed liabilities                                               (275,748)              (892,887)
                                                                            ------------           ------------
           NET CASH USED IN  FINANCING ACTIVITIES                               (480,678)            (1,067,770)
                                                                            ------------           ------------

(Decrease) increase in cash                                                   (1,270,787)               101,080
Cash, beginning of period                                                      2,643,069                390,310
                                                                            ------------           ------------

Cash, end of period                                                         $  1,372,282           $    491,390
                                                                            ============           ============
Supplemental disclosure of cash flow information:

Cash paid during the quarter for:
  Interest                                                                  $     42,960           $    405,621
                                                                            ============           ============
  Income taxes                                                              $        --            $        --
                                                                            ============           ============
Non-cash investing activities:
  Acquisition of net assets of Environmental Quality Systems, Inc.          $        --            $        --
                                                                            ============           ============
</TABLE>


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

                                       9
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1. ORGANIZATION AND NATURE OF BUSINESS

Amincor,  Inc.  ("Amincor" or the "Company") was incorporated  under the laws of
the state of Nevada on October 8, 1997 under the name GSE Group, Inc. GSE Group,
Inc. was originally formed to provide consulting services for reverse mergers to
public shell  corporations and private  companies  seeking to gain access to the
public markets.  On October 20, 1997, GSE Group, Inc. changed its name to Global
Stock Exchange Corp. and on April 28, 2000, Global Stock Exchange Corp.  changed
its name to Joning Corp  ("Joning").  In July 2000,  Joning  ceased its business
activities. On March 8, 2002, Joning filed a Registration Statement on Form10-SB
under  the  Securities  Exchange  Act of 1934  (the  "Exchange  Act") as a shell
company  with the  purpose of finding a suitable  company  for a reverse  merger
transaction.  Joning ceased filing periodic reports  subsequent to its filing of
its  Form  10-QSB  on  October  24,  2004 as it did not have  the  personnel  or
resources to continue the filings and there was no operating business or pending
business transactions.  On June 2, 2008, Joning filed a Form 15-12G to terminate
its registration. On February 2, 2010 Joning changed its name to Amincor, Inc.

Amincor  remained  dormant  until  January 2010 at which time it was used by two
limited  partnerships  which  are  related  to each  other by a  common  general
partner. The general partner, Capstone Capital Management,  Inc. ("CCM") entered
into financing  agreements on behalf of Capstone  Cayman  Special  Purpose Fund,
L.P.  ("CCSPF") and Capstone Special Purpose Fund, L.P.  ("CSPF"),  and together
with CCM, CCSPF, collectively,  the "Capstone Funds") transferred the Company to
the limited  partners and creditors of the Capstone  Funds.  In connection  with
such transfers, the Company was assigned all of the right, title and interest of
the debt owed to the Capstone Funds by Capstone Business Credit, LLC ("CBC") and
Capstone  Capital  Group  I,  LLC  ("CCGI"),  which  were  asset  based  lenders
(collectively, the "Lenders"). Subsequently, the Lenders assigned to the Company
their security interests in substantially all of their assets.

As of March 31, 2011, Amincor operates the following entities as a result of the
assignment of all the right, title and interest of the debt owed to the Lenders:

     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")
     Environmental Quality Services, Inc. ("EQS")

                                       10
<PAGE>
BPI

BPI manufactures bakery food products, primarily consisting of several varieties
of sliced and packaged private label bread.

ESI

ESI is the worldwide  licensee for the Volkl and Boris Becker Tennis brands and,
in November  2010,  became the exclusive  sales  representative  for Samsung C&T
America,  Inc.'s  ("Samsung")  purchases of Volkl and Boris Becker & Co.  tennis
products.  Under the  agreement  with Samsung C&T America,  Inc.  (the  "Samsung
Agreement"), ESI's primary focus has become designing and marketing these tennis
branded products.

Through  October 2010,  ESI was an importer,  wholesale  distributor,  and brand
manager of high-end performance and lifestyle apparel,  tennis racquets,  tennis
bags, and sporting goods accessories.

MASONRY

Masonry manufactures concrete,  lightweight,  and split face manufacturing block
for the  construction  industry,  supplies  a wide  array of other  masonry  and
building  products,  and  operates a retail home center,  which sells  hardware,
masonry  materials  and  other  building  supplies  to  contractors  and  retail
customers.

TULARE HOLDINGS

Tulare prepares frozen  vegetables  (primarily  spinach) from produce  purchased
from growers which are sold to the food service  industry  under a private label
and to food brokers and retail food stores under the Tulare Frozen Food label.

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.

EQS

Environmental  Quality  Services,   Inc.  ("EQS")  provides   environmental  and
hazardous waste testing in the Northeast United States.

                                       11
<PAGE>
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 ("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 the Form 10-K dated April 15, 2011 which  includes
the audited consolidated financial statements for the three years ended December
31, 2010.

PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of Amincor,
Inc. and all of its consolidated subsidiaries  (collectively the "Company"). 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,  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.

REVENUE RECOGNITION

BPI

Revenue  is  recognized  from  product  sales when  goods are  delivered  to the
Company'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.

                                       12
<PAGE>
ESI

Licensee  revenue  has  been  recognized  upon the  shipment  of  products  with
allowances,  credits and other adjustments recorded in the period the related to
the associated sales.  Commission  revenue earned under the Samsung Agreement is
recognized  when Samsung  invoices  and ships the product  based on approved ESI
sales orders.

TULARE AND IMSC

Revenue is  recognized  upon the shipment of products.  Allowances,  credits and
other adjustments are recorded in the period the related sales occur.

TYREE

Maintenance  and repair  services for several  retail  petroleum  customers  are
performed under multi-year,  unit price 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 these  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.

Effective  January  1,  2010,  Tyree  began  using the  percentage-of-completion
method, which recognizes income as work on a contract progresses. This change of
method  from  the  completed  contract  method  required  an  adjustment  to the
Company's  accumulated deficit of approximately  $815,000 representing income on
uncompleted  contracts in prior years that would have been  recognized  in prior
years had the percentage of completed method been in effect.

Under  the  percentage-of-completion  method  of  accounting,  the  consolidated
balance sheets reflect an asset account "Costs and estimated  earnings in excess
of billings on uncompleted  contracts," which represents  revenues recognized in
excess of amounts billed.  The  consolidated  balance sheets reflect a liability
account,  "Billing  in  excess of cost and  estimated  earnings  on  uncompleted
contracts," which 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.  Revenue is
recognized at the time services are rendered.

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

                                       13
<PAGE>
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.

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, PLANT 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.

Construction in progress is not depreciated. Depreciation of the property begins
when it is placed in service.

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.

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

                                       14
<PAGE>
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. No impairment
losses have been recognized.

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 as options,  convertible notes and convertible preferred stock, were
exercised or converted into common stock or could  otherwise  cause the issuance
of common stock that then shared 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
anti-dilutive effect.

3. INVENTORIES

Inventories consist of:

     *    baking ingredients,
     *    masonry supplies, masonry and building materials,
     *    frozen produce and related packaging materials, and
     *    construction and service maintenance parts.

A summary of inventory as of March 31, 2011 and December 31, 2010 is below.

                                        March 31,          December 31,
                                          2011                2010
                                       ----------          ----------
           Finished Goods              $  763,662          $  442,586
           Raw materials                3,804,211           3,350,102
           Packaging supplies             337,030             389,468
           Ingredients                    277,434             286,422
                                       ----------          ----------

           Net inventory               $5,182,337          $4,468,578
                                       ==========          ==========

                                       15
<PAGE>
4. PROPERTY, PLANT, AND EQUIPMENT

At March 31, 2011 and December 31, 2010 property, plant, and equipment consisted
of the following:

<TABLE>
<CAPTION>
                                           Range of Estimated       March 31,           December 31,
                                              Useful Lives            2011                  2010
                                              ------------        ------------          ------------
<S>                                           <C>                 <C>                   <C>
Land                                          n/a                 $    917,054          $    917,054
Machinery and equipment                       2 - 10 years          10,113,865            10,045,112
Furniture and fixtures                        5 - 10 years             160,872               160,871
Building and leasehold improvements           10 years               5,175,370             4,725,652
Computer equipment and software               5 - 7 years              758,307               730,511
Construction in progress                      n/a                       14,801                56,801
Vehicles                                      3 - 10 years           3,655,758             3,713,573
                                                                  ------------          ------------
                                                                    20,796,027            20,349,574
Less accumulated depreciation                                        3,452,651             2,879,575
                                                                  ------------          ------------

                                                                  $ 17,343,376          $ 17,469,999
                                                                  ============          ============

Property, plant, and equipment includes items under capital leases of $1,241,547
as  of  March  31,  2011  and  December  31,  2010,  respectively.   Accumulated
depreciation  includes  $215,987 and $163,351 related to those items as of March
31, 2011 and December 31, 2010 respectively.

Total  depreciation  expense for the three months ended March 31, 2011 and 2010,
was $614,047 and $314,428, respectively.

5. INTANGIBLE ASSETS

Intangible  assets with finite  useful lives are  amortized  on a  straight-line
basis over the useful lives of the assets and consist of the  following at March
31, 2011 and December 31, 2010:

                                           Range of Estimated       March 31,           December 31,
                                              Useful Lives            2011                  2010
                                              ------------        ------------          ------------
Customer Relationships                        5 - 10 years        $  9,130,600          $  8,976,700
Non-Competition Agreements                    7 years                5,886,300             5,886,300
Licenses and Permits                          10.3 years             3,607,500             3,472,500
Service Contracts                             5.3 years                354,400               354,400
Brand Names                                   10 years               1,013,000             1,013,000
                                                                  ------------          ------------
                                                                    19,991,800            19,702,900
Less Accumulated Amortization                                        5,770,486             5,256,310
                                                                  ------------          ------------

                                                                  $ 14,221,314          $ 14,446,590
                                                                  ============          ============
</TABLE>

The above licenses and permits have renewal  provisions  which are generally one
to four  years.  At March  31,  2011,  the  weighted-average  period to the next
renewal was thirteen  months.  The costs of renewal are nominal and are expensed
when incurred.  The Company intends to renew all licenses and permits  currently
held.

                                       16
<PAGE>
Amortization  expense  for the three  months  ended  March 31, 2011 and 2010 was
$522,276 and $514,175, respectively.

Goodwill and licenses and permits of $3,430,400 and $3,295,400 at March 31, 2011
and December 31, 2010,  respectively  have  indefinite  useful lives and are not
amortized but tested for impairment annually.

LONG-TERM DEBT

Long-term  debt  consists of the  following  at March 31, 2011 and  December 31,
2010:

<TABLE>
<CAPTION>
                                                                  March 31,           December 31,
                                                                    2011                 2010
                                                                 ----------           ----------
<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% with principal and interest
payable in installments through July 2014                        $  899,005           $  967,480

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%                      443,284              454,221

Bank loan payable, with an interest rate of 5.25% per annum
and maturing in March 2014                                           73,940               75,885

Bank line of credit allowing for borrowings of up to $90,000.
Interest at prime plus 4.25% per annum                               63,025               64,078
                                                                 ----------           ----------
Total                                                             1,979,254            2,061,664
Less current portion                                                350,810              418,181
                                                                 ----------           ----------

Long-term portion                                                $1,628,444           $1,643,483
                                                                 ==========           ==========
</TABLE>

                                       17
<PAGE>
LOANS FROM RELATED PARTIES

Loans from related  parties  consists of the  following  at March,  31, 2011 and
December 31, 2010:

<TABLE>
<CAPTION>
                                                                  March 31,           December 31,
                                                                    2011                 2010
                                                                 ----------           ----------
<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 $800,000        $  439,783           $  713,930
                                                                 ----------           ----------

Total loans and amounts payable to related parties               $  439,783           $  713,930
                                                                 ==========           ==========
</TABLE>

Interest expense for these loans amounted to $40,714 and $0 for the three months
ended March 31, 2011 and 2010, respectively

6. EQUITY

EQUITY INCENTIVE PLAN

Effective April 1, 2011, the Company  established the Amincor,  Inc. 2011 Equity
Incentive  Plan (the  "Plan") to  motivate  employees  (the  "Participants")  to
achieve the  long-term  goals of the Company.  Under the terms of the Plan,  the
Company has authorized  1,000,000 shares of its common stock to be available for
the exercise of stock options  granted.  Options granted may be either incentive
stock options or non-qualified stock options under purposes of determining their
income tax treatment. A maximum of 100,000 shares of common stock may be granted
to any one participant during a calendar year.  Participants of the Plan include
employees,  employee directors and non-employee directors.  Stock options may be
granted  within ten years of the  effective  date (five  years for a ten percent
stockholder  of the Company),  have a exercise price per share based on the fair
market  value of the stock at the grant  date and the  Participants  have a four
year  vesting  period from the  anniversary  date of the grant  vesting 25% each
year,  provided  that  the  Participant  is  employed  by  the  Company  on  the
anniversary  date.  Under the Plan,  the Company  may grant  Stock  Appreciation
Rights and Stock Awards to the  Participants of the Plan. The Plan is subject to
the approval of the Company's shareholders.

7. OPERATING SEGMENTS

Operating  subsidiaries  are  organized  primarily by Amincor and its  operating
subsidiaries into eight operating segments: (1) Amincor, (2) Other Assets, , (3)
BPI, (4) EQS, (5) ESI, (6) IMSC, (7) Tulare, and (8) Tyree.  Segment information
is as follows:

                                       18
<PAGE>
                                            March 31,              December 31,
                                              2011                     2010
                                          ------------             ------------
TOTAL ASSETS:
  Amincor                                 $  2,871,144             $  2,454,319
  Other Assets                              20,975,802               25,393,324
  BPI                                       15,862,952               16,215,222
  EQS                                        1,134,541                       --
  ESI                                          703,910                  605,874
  IMSC                                       3,683,701                3,682,765
  Tulare                                     2,031,179                3,064,878
  Tyree                                     29,395,691               29,001,894
                                          ------------             ------------

      TOTAL ASSETS                        $ 76,658,920             $ 80,418,276
                                          ============             ============

                                               Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
TOTAL CAPITAL EXPENDITURES:
  Amincor                                 $         --             $         --
  Other Assets                                      --                       --
  BPI                                           69,111                       --
  EQS                                               --                       --
  ESI                                               --                       --
  IMSC                                              --                   37,358
  Tulare                                         6,120                       --
  Tyree                                          7,658                    3,035
                                          ------------             ------------

      TOTAL CAPITAL EXPENDITURES          $     82,889             $     40,393
                                          ============             ============

                                            March 31,              December 31,
                                              2011                     2010
                                          ------------             ------------
TOTAL GOODWILL:
  Amincor                                 $         --             $         --
  Other Assets                                      --                       --
  BPI                                        7,770,900                7,770,900
  EQS                                          208,498                       --
  ESI                                          192,000                  192,000
  IMSC                                          31,000                   31,000
  Tulare                                            --                       --
  Tyree                                      7,575,500                7,575,500
                                          ------------             ------------

      TOTAL GOODWILL                      $ 15,777,898             $ 15,569,400
                                          ============             ============

                                       19
<PAGE>
                                            March 31,              December 31,
                                              2011                     2010
                                          ------------             ------------
TOTAL OTHER INTANGIBLE ASSETS:
  Amincor                                 $         --             $         --
  Other Assets                                      --                       --
  BPI                                        5,768,621                5,959,846
  EQS                                          288,900                       --
  ESI                                          317,842                  338,858
  IMSC                                         886,374                  911,700
  Tulare                                            --                       --
  Tyree                                      6,959,577                7,236,186
                                          ------------             ------------

      TOTAL OTHER INTANGIBLE ASSETS       $ 14,221,314             $ 14,446,590
                                          ============             ============

                                               Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
NET REVENUES:
  Amincor                                 $         --             $         --
  Other Assets                                      --                       --
  BPI                                        3,506,495                3,467,904
  EQS                                          188,182                       --
  ESI                                          527,343                1,395,093
  IMSC                                         456,978                1,248,384
  Tulare                                       989,058                3,370,800
  Tyree                                     10,443,225               12,963,049
                                          ------------             ------------

      NET REVENUES                        $ 16,111,281             $ 22,445,230
                                          ============             ============

                                               Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
INCOME (LOSS) BEFORE PROVISION
 FOR INCOME TAXES:
   Amincor                                $   (459,250)            $         --
   Other Assets                                423,845                       --
   BPI                                        (130,131)                  38,326
   EQS                                        (115,241)                      --
   ESI                                         (59,559)                (202,299)
   IMSC                                       (532,295)              (1,069,395)
   Tulare                                     (902,985)                (316,106)
   Tyree                                    (1,188,470)                 700,942
                                          ------------             ------------
      INCOME (LOSS) BEFORE
       PROVISION FOR INCOME TAXES         $ (2,964,086)            $   (848,532)
                                          ============             ============

                                       20
<PAGE>
                                               Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
DEPRECIATION OF PROPERTY AND EQUIPMENT:
   Amincor                                $        --              $         --
   Other Assets                                250,021                       --
   BPI                                           1,571                       --
   EQS                                          25,463                       --
   ESI                                           1,059                      248
   IMSC                                         66,185                   64,782
   Tulare                                       30,215                   30,143
   Tyree                                       239,533                  219,255
                                          ------------             ------------
      TOTAL DEPRECIATION OF
       PROPERTY AND EQUIPMENT             $   614,047              $    314,428
                                          ===========              ============

                                               Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
AMORTIZATION OF INTANGIBLE ASSETS:
  Amincor                                 $         --             $         --
  Other Assets                                      --                       --
  BPI                                          191,225                  191,225
  EQS                                            8,100                       --
  ESI                                           21,016                   21,016
  IMSC                                          25,326                   25,325
  Tulare                                            --                       --
  Tyree                                        276,609                  276,609
                                          ------------             ------------
      TOTAL AMORTIZATION OF
       INTANGIBLE ASSETS                  $    522,276             $    514,175
                                          ============             ============

                                                Three Months Ended March 31,
                                              2011                     2010
                                          ------------             ------------
INTEREST (INCOME) EXPENSE:
  Amincor                                 $   (217,649)            $         --
  Other Assets                                      --                       --
  BPI                                           73,160                  142,315
  EQS                                            3,071                       --
  ESI                                            5,095                   48,961
  IMSC                                          53,108                  129,540
  Tulare                                       114,511                  221,206
  Tyree                                         87,570                  106,809
                                          ------------             ------------

      TOTAL INTEREST EXPENSE, NET         $    118,866             $    648,831
                                          ============             ============

8. CONTINGENCIES

LEGAL PROCEEDINGS

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

                                       21
<PAGE>
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,  the 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

Counsel  for the  former  President  of IMSC has  indicated  intent to file suit
against IMSC. The allegations of this potential action are unknown to management
at this point.  Management believes any claims made by the former President will
be deemed frivolous and will have little or no impact on the Company or IMSC.

CBC, a related party,  is the plaintiff in a foreclosure  action against Imperia
Family  Realty,  LLC and has been  granted a Judgment of  Foreclosure.  A former
principal  of  Imperia  Bros.  Inc.  (a  predecessor  company  to IMSC)  filed a
countersuit  in  response  to  the   foreclosure   action.   CBC  believes  this
countersuit,  which is being contested, is frivolous and will not be successful.
Management  believes the  litigation  described will have little or no impact on
the Company and IMSC.

9. BUSINESS ACQUISITION

EQS was acquired on January 3, 2011 and the  acquisition was accounted for using
the  acquisition  method.  EQS accounts for less than 4% of the Company's  total
consolidated assets and income.

10. LIQUIDITY MATTERS

Since the beginning of the recession in 2008,  the Company has not borrowed from
any bank,  finance  company,  other  unrelated  lender and has not  received any
private equity financing.  Since that time,  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. For example, an outlay of about $2,000,000
is required to complete the frozen donut line for BPI and another  $1,500,000 is

                                       22
<PAGE>
required to overhaul  Masonry's  Block  Plant.  In  addition,  Tyree is ready to
expand by entering new geographic areas.

In 2011, management expects to mortgage the property occupied by Tulare Frozen
Foods in Lindsay,  CA for  $2,000,000  and also has a USDA loan proposal from an
Iowa bank and is waiting for the USDA  approval.  The loan is for  $7,500,000.00
and, if approved, will be used for BPI in Burlington, IA.

Once the Company is cleared to sell its stock  publicly,  the  Company  plans to
create a market  for the  stock and  obtain  capital  from  private  and  public
investors.

Management  believes  that,  even without the addition of the capital from loans
and stock sales, that the Company will be able to generate sufficient cash flows
through March 31, 2012.

11. SUBSEQUENT EVENTS

The Company has evaluated  subsequent events from the balance sheet date through
the date of the accompanying  consolidated condensed financial statements became
available to be issued.

                                       23
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS. AMINCOR, INC.

Amincor,  Inc.  ("Amincor" or the "Company") was incorporated  under the laws of
the state of Nevada on October 8, 1997 under the name GSE Group, Inc. GSE Group,
Inc. was originally formed to provide consulting services for reverse mergers to
public shell  corporations and private  companies  seeking to gain access to the
public markets.  On October 20, 1997, GSE Group, Inc. changed its name to Global
Stock Exchange Corp. and on April 28, 2000, Global Stock Exchange Corp.  changed
its name to Joning Corp  ("Joning").  In July 2000,  Joning  ceased its business
activities.  On March 8, 2002,  Joning  filed a  Registration  Statement on Form
10-SB under the Securities  Exchange Act of 1934 (the "Exchange Act") as a shell
company  with the  purpose of finding a suitable  company  for a reverse  merger
transaction.  Joning ceased filing periodic reports  subsequent to its filing of
its Form 10-QSB on October 24, 2004 due to the fact it had no operating business
or pending business transactions. On June 2, 2008, Joning filed a Form 15-12G to
terminate its  registration as a reporting  company.  On February 2, 2010 Joning
changed its name to Amincor, Inc.

Amincor  remained  dormant  until  January 2010 at which time it was used by two
limited  partnerships  which  are  related  to each  other by a  common  general
partner. The general partner, Capstone Capital Management,  Inc. ("CCM") entered
into financing  agreements on behalf of Capstone  Cayman  Special  Purpose Fund,
L.P.  ("CCSPF") and Capstone Special Purpose Fund, L.P.  ("CSPF"),  and together
with CCM, CCSPF, collectively, the "Capstone Funds") transferred their ownership
in Amincor to the limited  partners  and  creditors of the  Capstone  Funds.  In
connection with such transfers, Amincor was assigned all of the right, title and
interest of the debt owed to the Capstone Funds by Capstone Business Credit, LLC
("CBC")  and  Capstone  Capital  Group I, LLC  ("CCGI"),  which were asset based
lenders  (collectively,  the "Lenders").  Subsequently,  the Lenders assigned to
Amincor their interests in substantially all of their assets.

As of March 31, 2011, Amincor owns the following  operating entities as a result
of the assignment of assets held by the Lenders:

     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")
     Environmental  Quality  Services, Inc. ("EQS") (acquired on January 3, 2011
      as more fully  described  below and on Amincor's Form 8-K filed on
      January 26, 2011, which is incorporated by reference herein).

BPI

BPI manufactures bakery food products, primarily consisting of several varieties
of sliced and packaged private label bread.

                                       24
<PAGE>
ESI

ESI is the worldwide  licensee for the Volkl and Boris Becker Tennis brands and,
in November  2010,  became the exclusive  sales  representative  for Samsung C&T
America,  Inc.'s  ("Samsung")  purchases of Volkl and Boris Becker & Co.  tennis
products.  Under the  agreement  with Samsung C&T America,  Inc.  (the  "Samsung
Agreement"), ESI's primary focus has become designing and marketing these tennis
branded products.

Through  October 2010,  ESI was an importer,  wholesale  distributor,  and brand
manager of high-end performance and lifestyle apparel,  tennis racquets,  tennis
bags, and sporting goods accessories.

MASONRY

Masonry manufactures concrete,  lightweight,  and split face manufacturing block
for the  construction  industry,  supplies  a wide  array of other  masonry  and
building  products,  and  operates a retail home center,  which sells  hardware,
masonry  materials  and  other  building  supplies  to  contractors  and  retail
customers.

TULARE HOLDINGS

Tulare prepares frozen  vegetables  (primarily  spinach) from produce  purchased
from growers which are sold to the food service industry under a private label.

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.

RECENT ACQUISITION

Environmental Quality Services,  Inc., a Delaware corporation,  was incorporated
on December 23, 2010.  Environmental  Quality  Services,  Inc.  ("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; petroleum analyses.

The client base of EQS ranges  from the small  engineering  firms to  well-known
petroleum companies. EQS customers require rapid response,  accurate results and
the ability to provide its  services on a 24/7 basis and has the  capability  to
provide its clients with specific data deliverables in any required format.  EQS
has longstanding  relationships with major utilities,  large petroleum companies
and engineering firms.

                                       25
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

                                  AMINCOR, INC.

LIQUIDITY AND CAPITAL RESOURCES

Amincor  continues to seek new capital in the form of equity and debt to support
the  operations of its operating  subsidiaries.  Management  believes that until
there is a market for the Amincor's  securities  raising  additional capital for
Amincor will remain difficult.

                               BAKER'S PRIDE, INC.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011 AND 2010

SEASONALITY

Seasonality  does not  influence  revenue or results in our  present  operation;
however, as we expand and diversify into additional categories  seasonality will
become more of a factor.

NET REVENUE

Net revenue for the three month period  ended March 31, 2011 totaled  $3,506,495
compared to  $3,467,904  for the three month  period  ended March 31,  2010,  an
increase of $38,591 or approximately  1.1%. All revenue was generated by Baker's
Pride's Jefferson Street Bakery, Inc. as the Mt. Pleasant Street Bakery,  Inc.'s
facility is awaiting  funds to  complete  start-up of donut,  brownie and cookie
production.

Baker's  Pride's bread category sales for the three month period ended March 31,
2011 totaled $3,236,164  compared to $3,199,984 for the three month period ended
March 31, 2010; an increase of $36,180 or approximately 1.1%. The increase was a
result of additional  bread units being  produced;  as well as newly  negotiated
wholesale  price  increases  that were in  effect  for last  three  weeks of the
quarter.  Baker's  Pride's donut category for the three month period ended March
31, 2011 totaled $270,901  compared to $267,987 for the three month period ended
March 31, 2010; an increase of $2,914 or approximately 1.1%.

COST OF REVENUE

Cost of  revenue  for the  three  month  period  ended  March 31,  2011  totaled
$2,475,818,  or approximately 70.6% of net revenue,  compared to $2,248,821,  or
approximately  64.8% of net revenue,  for the three month period ended March 31,
2010; an increase of $226,997,  or approximately  10.1%. The increase in cost of
revenue for the three month  period  ended March 31, 2011  compared to the three
month period ended March 31, 2010 was  primarily  the result of Baker's  Pride's
direct  materials costs  (ingredients and packaging),  which increased  $222,489
during the three month  period  ended March 31, 2011,  or  approximately  16.4%,
compared  to the three  month  period  ended  March 31,  2010.  Wholesale  price

                                       26
<PAGE>
increases of  approximately  7% took effect in mid March which will  continue to
offset increased input costs of ingredients, packaging and energy going forward.

OPERATING EXPENSES

Operating  expenses  for the three month  period  ended  March 31, 2011  totaled
$1,102,071  compared to  $1,055,539  for the three month  period ended March 31,
2010;  an increase of $46,532 or 4.4%.  Operating  expenses as a  percentage  of
total sales are expected to decrease in correlation  with the startup of the Mt.
Pleasant Street Bakery, Inc.'s facility.

INCOME (LOSS) FROM OPERATIONS

Loss from  operations  for the three month  period  ended March 31, 2011 totaled
($71,393) or (2.0%) of net revenue, compared to income of $163,545 for the three
month period ended March 31, 2010, or 4.7% of net revenue.  This decrease in net
revenue for the three month  period ended March 31, 2011 was due to higher input
costs  coupled  with the  inability to adjust  wholesale  prices until mid March
2011, due to very competitive market conditions.  As mentioned  previously,  the
wholesale  prices  were  adjusted  in March  2011  which is  expected  to have a
positive effect going forward.

OTHER INCOME

Other income for the three month  period  ended March 31, 2011  totaled  $14,422
compared to other  income of $17,097 for the three month  period ended March 31,
2010,  a  decrease  in other  income of $ 2,674,  or  approximately  15.6%.  The
decrease in other income was primarily a result of reduction in rental income.

OTHER EXPENSES

Other  expenses for the three month period ended March 31, 2011 totaled  $73,160
compared to other  expenses of $142,315  for the three month  period ended March
31, 2010, a decrease in other expenses of $69,155 or  approximately  48.6%.  The
decrease  in other  expenses  is  primarily  related to a decrease  in  interest
expense  as a result  of a  renegotiated  interest  rate on their  loans  due to
Amincor, Inc.

NET INCOME (LOSS)

Net loss for the three month  period  ended March 31,  2011  totaled  ($130,131)
compared  to net income of $38,326 for the three  month  period  ended March 31,
2010, a decrease of $168,457 or  approximately  440%. The decrease in net income
was primarily due to higher input costs without offsetting  increases in pricing
as previously mentioned.

                         EPIC SPORTS INTERNATIONAL, INC.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011 AND 2010

Note: The three months ended March 31, 2010's performance  varied  significantly
when compared to the three months ended March 31, 2011 due to the signing of the
Samsung C&T  Strategic  Alliance  Agreement  on October 26,  2010.  As a result,

                                       27
<PAGE>
Epic's  revenue  stream  significantly   decreased  after  the  signing  of  the
agreement.  Epic now only recognizes revenue through commission income paid from
Samsung and does not incur physical  product  expenses  related to cost of goods
sold.

NET REVENUE

Net revenue for the three month  period  ended March 31, 2011  totaled  $527,343
compared to  $1,395,093  for the three month  period  ended  March 31,  2010,  a
decrease of $867,750 or approximately  62.2%. At the Samsung level,  gross sales
totaled  $1,508,342  for the three month period ended March 31, 2011 compared to
$1,395,093  for the three  month  period  ended March 31,  2010,  an increase of
$113,249 or  approximately  8.1%.  The primary  reason for the increase in gross
sales was due to the  availability  of product in the three month  period  ended
March 31, 2011 as compared to the three month period ended March 31, 2010.

COST OF REVENUE

Cost of revenue for the three month  period  ended March 31, 2011  totaled $0 or
approximately  0.0% of net  revenues  compared  to  $864,113,  or  61.9%  of net
revenues for the three month period ended March 31, 2010, a decrease of $864,113
or 100.0%. The reason for the significant decrease in cost of revenue is related
to the agreement with Samsung signed in October 2010.

OPERATING EXPENSES

Operating  expenses  for the three month  period  ended  March 31, 2011  totaled
$581,806  or  approximately  110.3% of net  revenues  compared to  $684,318,  or
approximately  49.1% of net  revenues for the three month period ended March 31,
2010, a decrease of $102,512 or  approximately  15.0%. The decrease in operating
expenses for the three month period ended March 31, 2011 was primarily due to an
initiative to control spending;  more specifically with emphasis on expenditures
related to marketing and promotion  expenses and  third-party  consulting  fees.
Despite these initiatives to control spending, operating expenses exceeded total
revenues for the three months ended March 31, 2011 by 10.3%.

LOSS FROM OPERATIONS

Loss from  operations  for the three month  period  ended March 31, 2011 totaled
$54,464  or  approximately  10.3%  of net  revenues,  compared  to a  loss  from
operations  of $153,339,  or  approximately  11.0% of net revenues for the three
month period ended March 31, 2010, a decrease in loss from operations of $98,875
or  approximately  64.5%.  The decrease in loss from  operations  was  primarily
related to the agreement with Samsung signed in October 2010.

INTEREST EXPENSE

Interest expense for the three month period ended March 31, 2011 totaled $5,095,
compared to $48,961 for the three month  period ended March 31, 2010, a decrease
in interest expense of $43,866 or approximately  89.6%. The decrease in interest
expense was  attributed to a lower  carrying  balance on Epic's  purchase  order
financing  agreement  in  addition to a reduction  in the  interest  rate on the
purchase order financing agreement from 16% to 8.32% per annum.

                                       28
<PAGE>
Further  reductions in interest expense is attributable to a reduction in factor
fees which  decreased  to $3,606 from  $17,343 for the three month  period ended
March 31, 2011 and 2010,  respectively,  a decrease of $13,737 or  approximately
79.2%.

NET LOSS

Net loss for the three  month  period  ended  March 31,  2011  totaled  $59,559,
compared to a net loss of $202,299  for the three month  period  ended March 31,
2010,  a decrease in net loss of $142,740 or 70.6%.  The decrease in net loss is
primarily the result of the new  financing  received from Samsung along with the
signing of the aforementioned agreement in October 2010.

                          MASONRY SUPPLY HOLDING CORP.

NET REVENUE

Net revenue for the three month  period  ended March 31, 2011  totaled  $456,978
compared to  $1,248,384  for the three month  period  ended  March 31,  2010,  a
decrease of $791,406 or  approximately  63.4%.  The decrease is primarily due to
the lack of new large construction  projects associated with significant weather
delays and coupled with cash flow  constraints.  Some of IMSC's  suppliers  have
withheld raw  materials  and finished  products as a result of delay in payment.
Accordingly,  key  inventory  and raw materials  have been  consistently  out of
stock,  which has restricted  Masonry's ability to produce concrete block and to
resell other  masonry  products  which has  deterred  customers  from  utilizing
Imperia as their one-stop-shop.

COST OF REVENUE

Cost of  revenue  for the  three  month  period  ended  March 31,  2011  totaled
$359,161,  or  approximately  78.6% of net revenue,  compared to $1,105,178,  or
88.5% of net  revenue,  for the three  month  period  ended  March 31,  2010,  a
decrease as a percentage  of total net revenue of 9.9%.  The gross profit margin
for the three  month  period  ended March 31,  2011 was  approximately  21.4% as
compared  to 11.5% for the three  month  period  ended  March 31,  2010,  a 9.9%
improvement  in gross profit  margin.  The primary  reason for this increase was
directly related to an increased management focus on raw material management and
cost reduction,  inventory controls,  and the implementation of new policies and
procedures.

OPERATING EXPENSES

Operating  expenses  for the three month  period  ended  March 31, 2011  totaled
$577,004 or  approximately  126.3% of net revenue,  compared to  $1,083,062,  or
approximately  86.8% of net revenue for the three month  period  ended March 31,
2010, a decrease of $506,058,  or approximately 46.7%. The decrease in operating
expenses for the three month period  ended March 31, 2011 was  primarily  due to
vehicle cost reductions  associated with the decrease in customer deliveries and
the amount of fleet vehicles utilized.

                                       29
<PAGE>
LOSS FROM OPERATIONS

Loss from  operations  for the three month  period  ended March 31, 2011 totaled
$479,187,  or  approximately  104.9%  of net  revenue,  compared  to a loss from
operations  of  $939,856,  or  approximately  75.3% of net revenue for the three
month  period  ended  March 31,  2010,  a decrease  in loss from  operations  of
$460,669,  or  approximately  49.0%.  The decrease in loss from  operations  was
primarily due to decreased  operating  expense as noted above and an improvement
in operating margins reflected in gross profit.

INTEREST EXPENSE

Interest  expense  for the three  month  period  ended  March 31,  2011  totaled
$53,108, compared to $129,540 for the three month period ended March 31, 2010, a
decrease in interest expense of $76,432 or approximately  59.0%. The decrease in
interest  expense was  primarily  due to a reduction in the interest rate on its
asset-based lending agreement from 16% to 8.32% per annum.

NET LOSS

Net loss for the three  month  period  ended  March 31,  2011  totaled  $532,295
compared to a net loss of $1,069,396  for the three month period ended March 31,
2010, a decrease in net loss of $537,101,  or approximately  50.3%. The decrease
in net loss is  attributable  to  decreased  operating  expenses  as well as the
decrease in interest expense as noted above.

LIQUIDITY AND CAPITAL RESOURCES

As the housing and general construction industry recovers from the impact of the
financial  crisis  on  housing  starts  and  large  scale  private  construction
projects, Masonry must restructure its overhead costs in order to demonstrate it
can break even and grow to  profitability.  Masonry has adjusted  its  marketing
strategy to deal with the changes in demand and in its customer  base.  Once the
overhead  reductions impact operations,  management  believes Masonry will break
even and position itself for future growth.

                              TULARE HOLDINGS, INC.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011 AND 2010

NET REVENUE

Net revenue for the three month  period  ended March 31, 2011  totaled  $989,058
compared to  $3,370,800  for the three month  period  ended  March 31,  2010,  a
decrease of  $2,381,742  or  approximately  70.7%.  The  decrease in revenues is
attributed to reduced availability of raw product that has carried over from the
4th quarter of 2010.  Weather  conditions over the course of the winter resulted
in below  average  temperatures  and above  average  rainfall in the  California
region.  The end result of the weather resulted in a lower quantity of harvested
product.  In addition,  Tulare had planned to shift a larger  percentage  of its
spring  pack  spinach  to open  market in order to meet sales  objectives;  this
endeavor  was  affected  by  the  same  adverse   weather   conditions  and  was

                                       30
<PAGE>
unsuccessful  as a result.  At the end of the quarter  there were  approximately
$1,200,000 unshipped orders due to the lack of available product.

COST OF REVENUE

Cost of  revenue  for the  three  month  period  ended  March 31,  2011  totaled
$1,223,726,  or approximately  123.7% of net revenue compared to $3,030,400,  or
approximately  89.9% of net revenue,  for the three month period ended March 31,
2010, a decrease of  $1,806,674,  or  approximately  59.6%.  The decrease in the
dollar amount was due to reduced  production in both spinach and southern greens
volume along with unfavorable costs.  Management estimates the unfavorable costs
at $250,000,  which were due to higher raw product cost from reduced  recoveries
and  additional  labor  from  reduced  machinery  efficiency.  Also,  the  lower
production   volume  impacted   overhead   absorption  by  $.06  per  pound,  or
approximately $120,000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the three month period ended
March 31, 2011 totaled $403,806, or approximately 40.8% of net revenue, compared
to $435,300,  or approximately 12.9% of net revenue,  for the three month period
ended March 31, 2010, a decrease of $31,494, or approximately 7.2%. The decrease
in selling, general and administrative expenses for the three month period ended
March 31,  2011 was  primarily  due to reduced  selling  expenses as a result of
reduced sales volume.

LOSS FROM OPERATIONS

Loss from  operations  for the three month  period  ended March 31, 2011 totaled
$638,474,  or  approximately  64.6%  of net  revenue,  compared  to a loss  from
operations of $94,900,  or approximately 2.8% of net revenue for the three month
period ended March 31, 2010, an increase in loss from operations of $543,574, or
approximately  572.8%.  The  increase in loss from  operations  was due to lower
sales volume and higher costs as outlined above.

OTHER EXPENSES

Other expenses for the three month period ended March 31, 2011 totaled  $264,511
compared to other  expenses of $221,206  for the three month  period ended March
31, 2010, an increase in other expenses of $43,305, or approximately  19.6%. The
Other  expenses  category  consists of interest  expense along with fees paid to
Amincor  in 2011  and  Capstone  Capital  Group I in 2010.  Beginning  in 2011 a
monthly collateral management fee of $50,000 is incurred to Amincor under a loan
and security agreement.

NET LOSS

Net loss for the three months ended March 31, 2011 totaled $902,985  compared to
a net loss of $316,106 for the three months ended March 31, 2010, an increase in
net  loss of  $586,879,  or  approximately  185.7%.  The  increase  in loss  was
primarily due to the issues outlined above.

LIQUIDITY AND CAPITAL RESOURCES

Tulare  continues to seek financing  secured by its real estate and equipment to
fund operations.

                                       31
<PAGE>
                              TYREE HOLDINGS CORP.

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

SEASONALITY

Historically,  Tyree's revenues tend to be lower during the first quarter of the
year as Tyree's customers complete their planning for the upcoming year. Another
contributing  factor to this trend is that the severe weather experienced in the
Northeastern  United States,  Tyree's  primary market area,  prohibits some work
from being performed due to weather  related  conditions.  Approximately  30% of
Tyree's  revenue  comes from new  capital  investments  of its  customers.  This
spending is cyclical and tends 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 and it is able
to earn income.  The highest revenue  generation  occurs from late in the second
quarter through the third quarter.

REVOLVING CREDIT AGREEMENT

Tyree maintains a $15,000,000  revolving  credit  agreement with a related party
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
$4,271,905  and  $4,589,231  as  of  March  31,  2011  and  2010,  respectively.
Borrowings  under this  agreement  are  collateralized  by a first lien security
interest  in all  tangible  and  intangible  assets  owned by  Tyree.  Tyree had
approximately  $10,728,095  and  $10,410,769 of unused amounts  available on the
revolving credit agreement at March 31, 2011 and 2010, respectively,  subject to
borrowing base  limitations.  The annual  interest rate charged on this loan was
approximately  5% for the quarters ended March 31, 2011 and 2010.  Management is
currently  seeking  a new  asset-based  lender  that will  provide a new  credit
facility to support the growth of Tyree.

Tyree's  current  revolving  credit  facility  has an  available  credit line of
$2,175,000.  During the quarter ended March 31, 2011,  Tyree increased the total
amount due on the  facility  by  $1,245,748.  The  existing  credit  facility is
sufficient to support the existing  business volume of Tyree, but growth will be
difficult until either new working capital is earned through  retained  earnings
or new equity is invested into Tyree to facilitate organic and acquisition based
growth.

NET REVENUE

Net revenue for the quarter ended March 31, 2011 totaled $10,443,225 compared to
$12,963,049  for the quarter ended March 31, 2010, a decrease of $2,519,824,  or
approximately  19.4%.  The  decrease is  primarily  due to the  extremely  harsh
weather endured by the Northeastern United States during January and February of
2011.  Below is an analysis of revenue by business unit for the quarters  ending
March 31, 2011 and March 31, 2010.

                                       32
<PAGE>
Revenues:                                           2011               2010
                                                ------------       ------------
Service and Construction                        $  7,314,539       $  8,455,490
Environmental, Compliance and  Engineering         3,049,893          4,329,088
Manufacturing / International                         78,793            178,471
                                                ------------       ------------

Total                                           $ 10,443,225       $ 12,963,049
                                                ============       ============

COST OF REVENUE

Cost of revenue for the quarter  ended March 31,  2011  totaled  $8,202,669,  or
approximately  78.5% of net revenue,  compared to $9,482,027,  or  approximately
73.1% of net  revenue  for the  quarter  ended  March 31,  2010,  a decrease  of
$1,279,358 or  approximately  13.5%.  Although cost of revenue  declined year on
year,  the cost as a  percentage  of  revenue  increased.  This was due to lower
revenues in 2011,  compared to 2010,  caused by the significant  adverse weather
impact in the  Northeastern  United States  during  January and February of this
year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling,  general and  administrative  expenses for the quarter  ended March 31,
2011 totaled  $2,699,050,  or  approximately  25.8% of net revenue,  compared to
$2,677,251,  or  approximately  20.7% of net revenue for the quarter ended March
31,  2010,  an increase of  $21,799,  or  approximately  0.8%.  The  increase in
selling,  general and  administrative  costs during the quarter  ended March 31,
2011  was  due to  costs  related  to  personnel  layoffs  during  that  period.
Management expects the costs to be lower for the remainder of the year.

INCOME (LOSS) FROM OPERATIONS

The  loss  from  operations  for  the  quarter  ended  March  31,  2011  totaled
($458,494),  or approximately (4.4%) of net revenue, compared to the income from
operations  of $803,771,  or  approximately  6.2% of net revenue for the quarter
ended March 31,  2010, a decrease in income from  operations  of  $1,262,265  or
approximately  157.0%.  The decrease in income from operations was primarily due
to the inventory  shortfall  noted above and the  absorption of management  fees
incurred to Amincor.

OTHER INCOME (EXPENSES)

Other  income for the quarter  ended March 31, 2011 totaled  $7,589  compared to
other  income of $3,980 for the  quarter  ended March 31,  2010,  an increase in
other  income of $3,609.  This income  mainly  comes from the return of deposits
that were  previously  expensed on  projects  and the  occasional  sale of scrap
materials.

Other  Expenses  for the  three  month  period  ended  March  31,  2011  totaled
($737,565)  compared to  ($106,809)  for the three month  period ended March 31,
2011, an increase in other expenses of 630,756,  or  approximately  590.5%.  The
primary  reason for this  increase is the  addition of a corporate  overhead fee
that was charged in 2011 but was not present in 2010. The corporate overhead fee
for the quarter ended March 31, 2011 totaled $650,000,  or approximately 6.2% of

                                       33
<PAGE>
net revenue compared to $0, or approximately 0.0% of net revenue for the quarter
ended March 31, 2010,  an increase of  $650,000.  The increase in the fee during
the  quarter  ended  March  31,  2011  was  primarily  due  to  holding  company
requirements across the business.

NET INCOME (LOSS)

Net loss for the quarter ended March 31, 2011 totaled ($1,188,470) compared to a
net income of $700,942  for the quarter  ended March 31, 2010, a decrease in net
income of $1,889,412  or  approximately  269.6%.  The decrease in net income was
primarily due to the factors noted above.

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
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.

                                       34
<PAGE>
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.

Our management has not assessed the  effectiveness  of our internal control over
financial reporting as of March 31, 2011. 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 March 31, 2011.

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 our first 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

                                       35
<PAGE>
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
          U.S,  Securities  Exchange  Commission  ("SEC") 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.

     *    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.

Counsel for the former President of Masonry has indicated an intent to file suit
against Imperia  Masonry Supply Corp. The  allegations of such potential  action
are unknown to management at this point.  The former  President signed a general
release of all claims and,  accordingly,  management believes any claims made by
the former President have no merit or basis in law.

Amincor,  as an assignee of Capstone  Business Credit,  LLC, a related party, is
the plaintiff in a foreclosure action against Imperia Family Realty, LLC and has
been granted a Judgment of Foreclosure. A former principal of Imperia Bros. Inc.
filed a countersuit in response to the foreclosure action. Amincor believes this
countersuit, which is being contested, is frivolous and will not be successful.

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

                                       36
<PAGE>
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
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

                                       37
<PAGE>
securities  registered  on  some  national  securities  exchanges).  If  we  are
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) 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,  to  disclose  commissions  payable  to  the
broker-dealer and the registered  representative  and current quotations for the
securities and to send monthly  statements  disclosing  recent price information
and  information  with  respect  to the  limited  market  in penny  stocks.  The
requirements 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.  Investors  that require  liquidity  should also not
invest in our common stock..

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  21,176,262  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
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.

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

                                       38
<PAGE>
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.

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.

           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  some of which EQS  cannot  control  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
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 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.

                                       39
<PAGE>
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.

----------
+    Filed Herewith

                                       40
<PAGE>
                                   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: May 23, 2011                       By: /s/ John R. Rice, III
                                             -----------------------------------
                                             John R. Rice, III, President


Date: May 23, 2011                       By: /s/ Robert L. Olson
                                             -----------------------------------
                                             Robert L. Olson, Chief Financial
                                             Officer

                                       41