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, 2013

[ ] 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 [X] No [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

As of May 15, 2013, there were 7,663,023  shares of Registrant's  Class A Common
Stock and 21,286,344 shares of Registrant's Class B Common Stock outstanding.
<PAGE>
                                  AMINCOR, INC.
                               REPORT ON FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

                                    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 ("MD&A")........................................28

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........43

Item 4.  Controls and Procedures..............................................43

PART II  - OTHER INFORMATION..................................................45

Item 1. Legal Proceedings.....................................................45

Item 1A. Risk Factors.........................................................47

Item 6. Exhibits..............................................................60

SIGNATURES....................................................................61

                                       2
<PAGE>
                                EXPLANATORY NOTE

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

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

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

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         AMINCOR, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                                         March 31,           December 31,
                                                                                           2013                  2012
                                                                                       ------------          ------------
                                                                                        (unaudited)            (audited)
<S>                                                                                    <C>                   <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                                 $    135,857          $    359,728
  Accounts receivable, net of allowance of $449,747 and $428,953
   at March 31, 2013 and December 31, 2012, respectively                                  4,468,170             4,885,323
  Due from factor - related party                                                           467,733                84,699
  Inventories, net                                                                        2,560,099             2,620,899
  Costs and estimated earnings in excess of billings on uncompleted contracts                32,178                30,260
  Prepaid expenses and other current assets                                               1,287,684               703,123
  Current assets - discontinued operations                                                  424,647               424,647
                                                                                       ------------          ------------
TOTAL CURRENT ASSETS                                                                      9,376,368             9,108,679
                                                                                       ------------          ------------
PROPERTY, PLANT AND EQUIPMENT, NET
  Property, plant and equipment, net - continuing operations                             14,108,482            14,524,824
                                                                                       ------------          ------------
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET                                                 14,108,482            14,524,824
                                                                                       ------------          ------------
OTHER ASSETS
  Mortgages receivable, net                                                               6,000,000             6,000,000
  Goodwill                                                                                   22,241                22,241
  Other intangible assets, net                                                            2,744,000             2,744,000
  Other assets                                                                               48,964                48,964
  Assets held for sale                                                                    2,566,433             2,566,433
                                                                                       ------------          ------------
TOTAL OTHER ASSETS                                                                       11,381,638            11,381,638
                                                                                       ------------          ------------

TOTAL ASSETS                                                                           $ 34,866,488          $ 35,015,141
                                                                                       ============          ============
</TABLE>


                                       4
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                                March 31,            December 31,
                                                                                  2013                   2012
                                                                              ------------           ------------
<S>                                                                           <C>                    <C>
                        LIABILITIES AND (DEFICIT) EQUITY

CURRENT LIABILITIES
  Accounts payable                                                            $ 12,768,261           $ 12,492,777
  Assumed liabilities - current portion                                          1,324,516              1,324,863
  Accrued expenses and other current liabilities                                 3,350,942              2,981,824
  Loans payable to related party                                                 2,666,855              1,289,036
  Notes payable - current portion                                                6,659,334              6,057,595
  Capital lease obligations - current portion                                      298,659                295,722
  Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                           232,078                446,295
  Deferred revenue                                                                 322,795                358,911
  Current liabilities - discontinued operations                                  5,002,723              5,004,664
                                                                              ------------           ------------
TOTAL CURRENT LIABILITIES                                                       32,626,163             30,251,687
                                                                              ------------           ------------
LONG-TERM LIABILITIES
  Assumed liabilities - net of current portion                                     208,772                208,772
  Capital lease obligations - net of current portion                               408,912                486,827
  Due to related party                                                             866,694                902,397
  Notes payable - net of current portion                                         1,255,102              1,318,672
  Other long-term liabilities                                                       13,429                 13,429
                                                                              ------------           ------------
TOTAL LONG-TERM LIABILITIES                                                      2,752,909              2,930,097
                                                                              ------------           ------------
TOTAL LIABILITIES                                                               35,379,072             33,181,784
                                                                              ------------           ------------
COMMITMENTS AND CONTINGENCIES

(DEFICIT) EQUITY
AMINCOR SHAREHOLDERS' (DEFICIT) 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, 7,663,023  issued and oustanding                                      7,663                  7,663
  Common stock - class B; $0.001 par value; 40,000,000
   authorized, 21,286,344 issued and outstanding                                    21,286                 21,286
  Additional paid-in capital                                                    86,688,461             86,549,322
  Accumulated deficit                                                          (86,821,262)           (84,342,834)
                                                                              ------------           ------------
TOTAL AMINCOR SHAREHOLDERS' (DEFICIT) EQUITY                                      (102,099)             2,237,190
                                                                              ------------           ------------
NONCONTROLLING INTEREST DEFICIT:                                                  (410,485)              (403,833)
                                                                              ------------           ------------
TOTAL (DEFICIT) EQUITY                                                            (512,584)             1,833,357
                                                                              ------------           ------------

TOTAL LIABILITIES AND (DEFICIT) EQUITY                                        $ 34,866,488           $ 35,015,141
                                                                              ============           ============
</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,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                          2013                   2012
                                                                                      ------------           ------------
<S>                                                                                   <C>                    <C>
NET REVENUES                                                                          $  7,193,160           $ 13,897,017
COST OF REVENUES                                                                         6,281,420             10,704,512
                                                                                      ------------           ------------
GROSS PROFIT                                                                               911,740              3,192,505

SELLING, GENERAL AND ADMINISTRATIVE                                                      3,187,811              5,695,027
                                                                                      ------------           ------------

Loss from operations                                                                    (2,276,071)            (2,502,522)
                                                                                      ------------           ------------
OTHER EXPENSES (INCOME)
  Interest expense, net                                                                    250,842                155,942
  Other expense (income)                                                                   (48,087)              (109,732)
                                                                                      ------------           ------------
TOTAL OTHER EXPENSES (INCOME)                                                              202,755                 46,210
                                                                                      ------------           ------------
Loss before provision for income taxes                                                  (2,478,826)            (2,548,732)
Provision for income taxes                                                                      --                     --
                                                                                      ------------           ------------
NET LOSS FROM CONTINUING OPERATIONS                                                     (2,478,826)            (2,548,732)
                                                                                      ------------           ------------

Loss From Discontinued Operations                                                           (6,254)               (55,839)
                                                                                      ------------           ------------

Net Loss                                                                                (2,485,080)            (2,604,571)
                                                                                      ------------           ------------
Net loss attributable to non-controlling interests                                          (6,652)               (61,457)
                                                                                      ------------           ------------

NET LOSS ATTRIBUTABLE TO AMINCOR SHAREHOLDERS                                         $ (2,478,428)          $ (2,543,114)
                                                                                      ============           ============

NET LOSS PER SHARE FROM CONTINUING OPERATIONS - BASIC AND DILUTED:
  Net loss from continuing operations                                                 $      (0.09)          $      (0.09)
                                                                                      ============           ============
  Weighted average shares outstanding - basic and diluted                               28,949,367             28,723,599
                                                                                      ============           ============
NET LOSS PER SHARE ATTRIBUTABLE TO AMINCOR SHAREHOLDERS - BASIC AND DILUTED:
  Net loss attributable to Amincor shareholders                                       $      (0.09)          $      (0.09)
                                                                                      ============           ============
  Weighted average shares outstanding - basic and diluted                               28,949,367             28,723,599
                                                                                      ============           ============
</TABLE>


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

                                       6
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES
 Consolidated Condensed Statement of Changes in Shareholders' (Deficit) Equity
                          Three Months Ended March 31,

<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, 2011
 (audited)           1,752,823       $1,753          7,478,409      $7,478        21,245,190      $21,245
                     ---------       ------          ---------      ------        ----------      -------
Share based
 compensation               --           --                 --          --                --           --

Net loss                    --           --                 --          --                --           --
                     ---------       ------          ---------      ------        ----------      -------
Balance at
 March 31, 2012
 (unaudited)         1,752,823        1,753          7,478,409       7,478        21,245,190       21,245
                     ---------       ------          ---------      ------        ----------      -------
Balance at
 December 31, 2012
 (audited)           1,752,823        1,753          7,663,023       7,663        21,286,344       21,286
                     ---------       ------          ---------      ------        ----------      -------
Share based
 compensation               --           --                 --          --                --           --

Net loss                    --           --                 --          --                --           --
                     ---------       ------          ---------      ------        ----------      -------
Balance at
 March 31, 2013
 (unaudited)         1,752,823       $1,753          7,663,023      $7,663        21,286,344      $21,286
                     =========       ======          =========      ======        ==========      =======

                         Amincor, Inc. and Subsidiaries
                         ------------------------------
                          Additional                                                Total
                           Paid-in         Accumulated      Non-controlling       (Deficit)
                           Capital           Deficit            Deficit            Equity
                           -------           -------            -------            ------
Balance at
 December 31, 2011
 (audited)               $85,500,069       $(50,956,710)       $(129,264)       $34,444,571
                         -----------       ------------        ---------        -----------
Share based
 compensation                 78,798                 --               --             78,798

Net loss                          --         (2,543,114)         (61,457)        (2,604,571)
                         -----------       ------------        ---------        -----------
Balance at
 March 31, 2012
 (unaudited)              85,578,867        (53,499,824)        (190,721)        31,918,798
                         -----------       ------------        ---------        -----------
Balance at
 December 31, 2012
 (audited)                86,549,322        (84,342,834)        (403,833)         1,833,357
                         -----------       ------------        ---------        -----------
Share based
 compensation                139,139                 --               --            139,139

Net loss                          --         (2,478,428)          (6,652)        (2,485,080)
                         -----------       ------------        ---------        -----------
Balance at
 March 31, 2013
 (unaudited)             $86,688,461       $(86,821,262)       $(410,485)       $  (512,584)
                         ===========       ============        =========        ===========
</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,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                2013                   2012
                                                                            ------------           ------------
<S>                                                                         <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                       $ (2,478,826)          $ (2,548,732)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization of property, plant and equipment               477,447                382,164
    Amortization of intangible assets                                                 --                467,834
    Amortization of deferred financing costs                                          --                 39,123
    Stock based compensation                                                     139,139                 78,798
    Gain on sale of equipment                                                         --                (86,726)
    Provision for doubtful accounts                                                3,402                 15,590
    Changes in assets and liabilities:
    Accounts receivable                                                          413,751                208,145
    Due from factor - related party                                             (383,034)                    --
    Inventories                                                                   60,800                 48,196
    Costs and estimated earnings in excess of billings
     on uncompleted contracts                                                     (1,918)              (289,590)
    Prepaid expenses and other current assets                                    349,659                181,103
    Other assets                                                                      --                 (2,750)
    Accounts payable                                                             431,449                988,417
    Accrued expenses and other current liabilities                               369,118               (351,310)
    Billings in excess of costs and estimated earnings
     on uncompleted contracts                                                   (214,217)               426,887
    Deferred revenue                                                             (36,116)                10,549
                                                                            ------------           ------------
NET CASH USED IN OPERATING ACTIVITIES - CONTINUING OPERATIONS                   (869,346)              (432,302)
                                                                            ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                            (20,604)              (549,947)
  Proceeds from sale of equipment                                                     --                 86,726
                                                                            ------------           ------------
NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS                    (20,604)              (463,221)
                                                                            ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from related parties                                            1,342,116                423,494
  Principal payments of capital lease obligations                                (74,978)               (51,115)
  (Repayments) of borrowings from notes payable                                 (592,517)                69,075
  Payments of assumed liabilities                                                   (347)                    --
                                                                            ------------           ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES - CONTINUING OPERATIONS                674,274                441,454
                                                                            ------------           ------------

NET CASH USED IN CONTINUING OPERATIONS                                          (215,676)              (454,069)
                                                                            ------------           ------------
</TABLE>


                                       8
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                2013                   2012
                                                                            ------------           ------------
<S>                                                                         <C>                     <C>
Net cash used in operating activities - discontinued operations                   (8,195)               (95,011)
                                                                            ------------           ------------
NET CASH USED IN DISCONTINUED OPERATIONS                                          (8,195)               (95,011)
                                                                            ------------           ------------
Decrease in cash                                                                (223,871)              (549,080)
Cash, beginning of period                                                        359,728              1,286,240
                                                                            ------------           ------------

CASH, END OF PERIOD                                                         $    135,857           $    737,160
                                                                            ============           ============
SUPPLEMENTAL  DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
  Interest                                                                  $    316,877           $     90,726
                                                                            ============           ============
  Income taxes                                                              $         --           $     80,082
                                                                            ============           ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Financing of insurance by notes payable                                   $    934,220           $     90,726
                                                                            ============           ============
  Conversion of accounts payable to term notes payable                      $    155,965           $  1,185,583
                                                                            ============           ============
  Acquisition of equipment by notes payable                                 $     40,501           $         --
                                                                            ============           ============
</TABLE>


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

                                       9
<PAGE>
1. ORGANIZATION AND NATURE OF BUSINESS

Amincor,  Inc.  ("Amincor" or the "Company") was incorporated on October 8, 1997
and was dormant from 2002 through the end of 2009.  Amincor is  headquartered in
New York, New York. During 2011 and 2010,  Amincor acquired all or a majority of
the outstanding stock of the following companies:

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

On November 5, 2012, the Company  acquired all of the assets and assumed some of
the liabilities of Environmental  Waste  Treatment,  LLC ("EWT  Business").  The
Company  assigned the EWT Business to Advanced  Waste & Water  Technology,  Inc.
("AWWT") a subsidiary of EHC.

As of March 31, 2013, the following are operating subsidiaries of Amincor:

     Baker's Pride, Inc.
     Tyree Holdings Corp.
     Environmental Holdings Corp.
     Amincor Other Assets, Inc. ("Other Assets")

BPI

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

On October 31, 2012,  BPI's most  significant  customer  terminated its contract
with the  Company  due to BPI's  inability  to meet  certain  pricing,  cost and
product  offering  needs. As of March 31, 2013, BPI is seeking new customers and
has a bid with its former most significant  customer to resume production in the
fourth quarter of 2013.

TYREE

Tyree performs  maintenance,  repair and construction services to customers with
underground  petroleum storage tanks and petroleum product dispensing equipment.
Complimenting these services, Tyree is engaged in environmental consulting, site
assessment, analysis and management of site remediation for owners and operators
of property  with  petroleum  storage  facilities.  Tyree  markets its  services
throughout  the  Northeast  and  Mid-Atlantic  regions of the  United  States to

                                       10
<PAGE>
national  and  multinational  enterprises,  as well  as to  local  and  national
governmental  agencies and  municipalities.  The majority of Tyree's  revenue is
derived from customers in the Northeastern United States.  Tyree's  headquarters
are located in Mt. Laurel, New Jersey.

EHC

Through its wholly  owned  subsidiaries,  Environmental  Quality  Services,  Inc
("EQS") and  Advanced  Waste & Water  Technology,  Inc.  ("AWWT"),  EHC provides
environmental and hazardous waste testing and water remediation  services in the
Northeastern United States, and is headquartered in Farmingdale, New York.

OTHER ASSETS

Other  Assets  was  incorporated  to  hold  real  estate,   equipment  and  loan
receivables.  As of  March  31,  2013,  all of Other  Assets'  real  estate  and
equipment are classified as held for sale.

DISCONTINUED OPERATIONS

During  2011,  Amincor  adopted  a plan to  discontinue  the  operations  of the
following entities:

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

MASONRY

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

TULARE HOLDINGS

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

ESI

ESI was the worldwide  licensee for the Volkl and Boris Becker Tennis brands. In
2010, ESI became the exclusive sales representative of Volkl and Becker products
for Samsung C&T  America,  Inc.  ESI sold their  products  domestically  through

                                       11
<PAGE>
retailers  located  throughout the United States,  and  internationally  through
International  Distributors  who would sell to retailers in their local  markets
and on-line retailers. ESI was headquartered in New York, New York.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  condensed financial statements of the
Company  have  been  prepared  pursuant  to the  rules  and  regulations  of the
Securities and Exchange  Commission.  Certain  information and note  disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally  accepted  accounting  principles  in the  United  States  of  America
("GAAP") have been condensed or omitted pursuant to those rules and regulations,
although  the Company  believes  that the  disclosures  are adequate to make the
information  not  misleading.  In the  opinion of  management,  all  adjustments
necessary  for a fair  statement  of the  results of  operations  and  financial
position for the periods presented have been reflected as required by Regulation
S-X.  The  results  of  operations  for  the  interim  period  presented  is not
necessarily indicative of the results of operations to be expected for the year.
These consolidated  condensed financial statements should be read in conjunction
with the Form 10-K which includes the audited consolidated or combined financial
statements for the three years ended December 31, 2012.

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  of  property,  plant  and
equipment,   allowances  for  doubtful  accounts  and  inventory   obsolescence,
estimates  related  to  completion  of  contracts  and  loss   contingencies  on
particular  uncompleted  contracts and the  valuation  allowance on deferred tax
assets. Actual results could differ from those estimates.

                                       12
<PAGE>
REVENUE RECOGNITION

BPI

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

TYREE

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

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

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

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

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

EQS

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

                                       13
<PAGE>
AWWT

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

ACCOUNTS RECEIVABLE

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

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

MORTGAGES RECEIVABLE

The mortgages  receivable consist of commercial loans collateralized by property
in Pelham Manor,  New York.  The loans were  non-performing  and property was in
foreclosure  as of March 31,  2013.  The value of the  mortgages is based on the
fair value of the collateral.

ALLOWANCE FOR LOAN LOSSES

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

                                       14
<PAGE>
INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

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

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

GOODWILL AND INTANGIBLE ASSETS

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

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

IMPAIRMENT OF LONG-LIVED ASSETS

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

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

                                       15
<PAGE>
stock.  Such contracts  include stock options and convertible  preferred  stock,
which when  exercised or converted into common stock would cause the issuance of
common stock that then would share in earnings (loss). Such potential additional
common  shares are included in the  computation  of diluted  earnings per share.
Diluted loss per share is not computed because any potential  additional  common
shares  would  reduce  the  reported  loss  per  share  and  therefore  have  an
antidilutive effect.

SHARE-BASED COMPENSATION

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

RECLASSIFICATIONS

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

3. GOING CONCERN

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern that contemplates the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has suffered  recurring net losses from operations and
had a working capital deficit of $23,249,795 as of March 31, 2013,  which raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The  Company's  ability to continue  as a going  concern is  dependent  upon its
capability to raise additional funds through debt and equity  financing,  and to
achieve profitable operations. Management's plans to continue as a going concern
and to achieve a profitable level of operations are as follows:

*    Baker's Pride, Inc.
     *    Secure   additional   donut  and  bread   customers  to  increase  the
          utilization  of  existing  plant  assets  and  place  significant  and
          competitive   bids  to  strategic   players  within  the  fresh  bread
          manufacturing industry, as well as increase revenues from its existing
          customers,
     *    Increase co-pack donut, bread and bun business once the existing plant
          assets are operating at maximum capacity,
     *    Negotiate to extend BPI's commercial bank bridge loan which matures on
          May  31,  2013.  An  extension  will  allow  continued  interest  only
          financing on BPI's new donut  equipment  until  operating cash flow is
          sufficient to make principal payments.

                                       16
<PAGE>
*    Environmental Holdings Corp.
     *    Complete the sale of EQS - see Note 13 - Subsequent Events,
     *    Successfully sell large-scale waste water treatment  equipment through
          AWWT's established licensing agreement.

*    Tyree Holdings Corp.
     *    Increase  sales  of  the  environmental   business  unit  to  existing
          customers  and bid on  additional  jobs  outside  of  Tyree's  current
          customer  base.  The success of one of Tyree's  primary  customers  in
          securing  additional  environmental  remediation work should result in
          referrals to Tyree,
     *    Evaluate  Tyree's  construction  and  maintenance  business units with
          respect to their  ability to increase  margins and operate  profitably
          independent of each other,
     *    Liquidate excess inventory to generate additional working capital.

*    Amincor Other Assets, Inc.
     *    Rent assets held for sale to offset the costs of  ownership  until the
          assets are liquidated,
     *    Liquidate  assets  held for sale to  provide  working  capital  to the
          Company's subsidiaries.

*    Amincor, Inc.
     *    Secure new financing  from a financial  institution  to provide needed
          working capital to the subsidiary companies.

While management believes that it will be able to continue to raise capital from
various funding sources in such amounts  sufficient to sustain operations at the
Company's  current levels through at least March 31, 2014, if the Company is not
able to do so and if the Company is unable to become  profitable in 2013 and the
first quarter of 2014,  the Company would likely need to modify its plans and/or
cut back on its  operations.  If the Company is able to raise  additional  funds
through the  issuance  of equity  securities,  substantial  dilution to existing
shareholders may result.  However,  if management's  plans are not achieved,  if
significant  unanticipated  events occur,  or if the Company is unable to obtain
the necessary  additional funding on favorable terms or at all, management would
likely have to modify its  business  plans to continue as a going  concern.  The
condensed  consolidated financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

4. DISCONTINUED OPERATIONS

Effective June 30, 2011, the Company  discontinued the operations of Masonry and
Tulare Holdings, Inc., and effective September 30, 2011 the Company discontinued
the  operations  of Epic Sports  International,  Inc.  As a result,  losses from
Masonry, Tulare and ESI are included in the loss from discontinued operations in
the  accompanying  consolidated  condensed  financial  statements  for the three

                                       17
<PAGE>
months  ended  March 31,  2013 and 2012,  respectively.  Assets and  liabilities
related to  discontinued  operations  related  to  discontinued  operations  are
presented separately on the consolidated balance sheets as of March 31, 2013 and
December  31,  2012,  respectively.   Changes  in  net  cash  from  discontinued
operations  are presented in the  accompanying  consolidated  statements of cash
flows for the three months ended March 31, 2013 and 2012, respectively.

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

Results From Discontinued Operations:

                                                  Three Months Ended March 31
                                                     2013             2012
                                                 ------------     ------------
Net revenues from discontinued operations        $         --     $      1,331
                                                 ============     ============
Loss from discontinued operations                $     (6,254)    $    (55,839)
                                                 ============     ============

The  following is a summary of the assets and  liabilities  of the  discontinued
operations,  excluding  assets held for sale (which are presented  separately on
the consolidated  condensed balance sheets).  The other remaining assets consist
of:

                                                   March 31,      December 31,
                                                     2013             2012
                                                 ------------     ------------
Prepaid expenses and other current assets        $         --     $         --
Property, plant and equipment, net                         --               --
Other assets                                          424,647          424,647
                                                 ------------     ------------
TOTAL ASSETS                                          424,647          424,647
                                                 ------------     ------------

Accounts payable                                    4,119,185        4,121,126
Accrued expenses and other current liabilities        883,538          883,538
                                                 ------------     ------------
TOTAL LIABILITIES                                   5,002,723        5,004,664
                                                 ------------     ------------

NET LIABILITIES                                  $ (4,578,076)    $ (4,580,017)
                                                 ============     ============

TOTAL ASSETS                                     $    424,647     $    424,647
                                                 ============     ============
TOTAL LIABILITIES                                $  5,002,723     $  5,004,664
                                                 ============     ============

The  Company  will  continue  to  provide  administrative  services  for the
discontinued  operations until the liquidation of these discontinued entities is
completed.

5. INVENTORIES

Inventories consist of:

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

A summary of inventory as of March 31, 2013 and December 31, 2012 is below:

                                       18
<PAGE>

                                               March 31,            December 31,
                                                 2013                  2012
                                              ----------            ----------
Raw materials                                 $2,953,687            $3,058,645
Ingredients                                      146,025               108,673
Finished goods                                     7,847                   454
                                              ----------            ----------
                                               3,107,559             3,167,772
Inventory reserves                               547,460               546,873
                                              ----------            ----------

INVENTORIES, NET                              $2,560,099            $2,620,899
                                              ==========            ==========

6. PROPERTY, PLANT AND EQUIPMENT

As of March 31, 2013 and December 31, 2012  property,  plant and equipment  from
continuing operations consisted of the following:

<TABLE>
<CAPTION>
                                             Useful Lives           March 31,           December 31,
                                               (Years)                2013                  2012
                                               -------            ------------          ------------
<S>                                            <C>                <C>                   <C>
Land                                             n/a              $    430,000          $    430,000
Machinery and equipment                          2-10               16,461,246            16,407,366
Furniture and fixtures                           5-10                  110,439               110,439
Building and leasehold improvements              10                  3,376,869             3,376,869
Computer equipment and software                  5-7                   854,554               847,329
Construction in progress                         n/a                        --                    --
Vehicles                                         3-10                  408,080               408,080
                                                                  ------------          ------------
                                                                    21,641,188            21,580,083
Less accumulated depreciation                                        7,532,706             7,055,259
                                                                  ------------          ------------

                                                                  $ 14,108,482          $ 14,524,824
                                                                  ============          ============
</TABLE>

Total depreciation expense related to continuing operations for the three months
ended March 31, 2013 and 2012 was $447,447 and $382,164, respectively.

7. GOODWILL AND INTANGIBLE ASSETS

Goodwill of $22,241 as of March 31, 2013 and 2012,  and licenses and permits (an
intangible  asset) of  $2,744,000  as of March 31, 2013 and  December  31, 2012,
respectively,  have  indefinite  useful  lives and are not being  amortized  but
tested for  impairment  annually or whenever an event occurs that may indicate a
significant decrease in the fair value of the asset has taken place.

The  aforementioned  licenses  and permits  have  renewal  provisions  which are
generally one to four years. As of March 31, 2013, the  weighted-average  period
to the next  renewal  was ten  months.  The costs of renewal are nominal and are
expensed when  incurred.  The Company  intends to renew all licenses and permits
currently held.

Amortization  expense used in continuing  operations  for the three months ended
March 31, 2013 and 2012 was $0 and $467,834 respectively.  As of March 31, 2013,
all intangible assets subject to amortization were fully amortized.

                                       19
<PAGE>
8. LONG-TERM DEBT

Long-term  debt  consists of the following as of March 31, 2013 and December 31,
2012:

                                                    March 31,       December 31,
                                                      2013             2012
                                                   -----------      -----------
Equipment  loans payable,  collateralized  by
the assets purchased, and bearing interest at
annual  fixed  rates  ranging  from  8.00% to
15.00% as of March 31, 2013 and  December 31,
2012 with  principal and interest  payable in
installments through July 2014                     $   710,564      $   748,293

Promissory notes payable,  with zero interest
to current accounts payable vendors.  Payment
terms are from 12 to 36 months                       3,755,303        3,135,840

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 matured and
are in default as of March 31,  2013 and bear
interest at an annual fixed rate of 6.00%              500,000          500,000

Note payable to a commercial bank. Payable in
monthly   installments   of   principal   and
interest   through  March  2015.  The  annual
interest rate is 7.25%                                 198,584          242,149

Bridge   loan   with   a   commercial   bank,
collateralized   by   property,   plant   and
equipment  in addition  to assets  purchased,
and bearing  interest at 2.75% above the U.S.
Prime  Rate  with  a  floor  of  5.00%  and a
ceiling of 7.00%. The loan matures on May 31,
2013                                                 2,749,985        2,749,985
                                                   -----------      -----------
Total                                                7,914,436        7,376,267

Less current portion                                 6,659,334        6,057,595
                                                   -----------      -----------

Long-term portion                                  $ 1,255,102      $ 1,318,672
                                                   ===========      ===========

9. RELATED PARTY TRANSACTIONS

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

DUE FROM FACTOR

In 2013,  BPI,  Tyree and EHC  entered  into spot  factoring  agreements  with a
related party ("Factor"),  which shares common ownership and management with the
Company,  under which certain  eligible  accounts  receivable are factored.  The
Factor  assumes  credit  risk  for all  credit-approved  accounts.  The  Company
initially  receives  an advance of 70% of the  eligible  receivable.  The Factor
provides rebates from 1% to 27% of the purchased  invoice based on the repayment
date on a sliding  scale of collection  dates from 30 to 180 days. In 2012,  BPI
had a discount factoring agreement with the Factor and received advances of 70%.
The Company paid the Factor a commission on each accounts  receivable  purchased
equal to (a) 3% for each 30 days that such accounts  receivable is  outstanding,
(b) after the initial 30 day period, an additional 1% for the next 10 day period
or part thereof that such accounts  receivable is outstanding  and (c) after the

                                       20
<PAGE>
initial  60 day  period,  an  additional  2% for the next 10 day  period or part
thereof that such accounts receivable is outstanding.  The factor agreements are
secured by accounts receivable purchased by the Factor.  Factor fees amounted to
$131,876  and  $24,632  for the three  months  ended  March  31,  2013 and 2012,
respectively.

LOANS PAYABLE

Loans from a related party consist of the following at:

                                                   March 31,      December 31,
                                                     2013             2012
                                                  ----------       ----------
Loan and  security  agreement  with  Capstone
Capital Group,  LLC which expires on November
1, 2013  bearing  interest  at 18% per annum.
Maximum borrowing of $2,500,000                   $2,015,924       $ 764,799

Loan and  security  agreement  with  Capstone
Capital  Group,  LLC which expires on May 15,
2015  bearing  interest  at  18%  per  annum.
Maximum borrowing of $1,000,000                      625,146          473,820

Loan  and  security  agreement  with  Stephen
Tyree  which  expires  on  November  5,  2014
bearing interest at 5.0% per annum.
                                                      25,785           50,417
                                                  ----------       ----------
Total  loans and  amounts  payable to related
parties                                           $2,666,855       $1,289,036
                                                  ==========       ==========

Interest  expense for these loans  amounted to $85,512 and $79,833 for the three
months ended March 31, 2013 and 2012, respectively.

10. CORRECTION OF SHARES OF COMMON STOCK ISSUED

On June 27, 2012, the Company issued 68,928 shares of Class B common shares as a
correction of the amount of shares issued on the Company's Payment in Kind date.
As a result,  the amount of Class B shares  outstanding and the weighted average
shares outstanding for the three months ended March 31, 2012 have been restated.
This  correction  is de  minimus  and had no  discernable  effect on  previously
reported loss per share.

11. OPERATING SEGMENTS

The Company is organized  into six operating  segments:  (1) Amincor,  (2) Other
Assets,  (3)  BPI,  (4) EHC,  and (5)  Tyree.  Assets  related  to  discontinued
operations  ("Disc.  Ops") are also  presented  below  where  relevant.  Segment
information is as follows:

                                       21
<PAGE>
                                              March 31,           December 31,
                                                2013                  2012
                                            ------------          ------------
TOTAL ASSETS:
  Amincor                                   $    317,986          $    298,792
  Other Assets                                 8,566,433             8,566,433
  BPI                                         11,830,887            12,051,571
  EHC                                            993,652             1,144,626
  Tyree                                       12,732,883            12,529,072
  Disc. Ops                                      424,647               424,647
                                            ------------          ------------

TOTAL ASSETS                                $ 34,866,488          $ 35,015,141
                                            ============          ============

                                              March 31,           December 31,
                                                2013                  2012
                                            ------------          ------------
TOTAL GOODWILL:
  Amincor                                   $         --          $         --
  Other Assets                                        --                    --
  BPI                                                 --                    --
  EHC                                             22,241                22,241
  Tyree                                               --                    --
                                            ------------          ------------
TOTAL GOODWILL                              $     22,241          $     22,241
                                            ============          ============

                                              March 31,           December 31,
                                                2013                  2012
                                            ------------          ------------
TOTAL INTANGIBLE ASSETS:
  Amincor                                   $         --          $         --
  Other Assets                                        --                    --
  BPI                                                 --                    --
  EHC                                            135,000               135,000
  Tyree                                        2,609,000             2,609,000
                                            ------------          ------------
TOTAL INTANGIBLE ASSETS                     $  2,744,000          $  2,744,000
                                            ============          ============

                                               Three Months Ended March 31,
                                                2013                  2012
                                            ------------          ------------
NET REVENUES:
  Amincor                                   $         --          $         --
  Other Assets                                        --                    --
  BPI                                             54,808             4,144,288
  EHC                                            278,330               233,420
  Tyree                                        6,860,022             9,519,309
                                            ------------          ------------
NET REVENUES                                $  7,193,160          $ 13,897,017
                                            ============          ============

                                       22
<PAGE>
                                               Three Months Ended March 31,
                                                2013                  2012
                                            ------------          ------------
INCOME (LOSS) BEFORE PROVISION FOR
 INCOME TAXES:
   Amincor                                  $    196,909          $   (182,201)
   Other Assets                                  (30,126)                6,895
   BPI                                        (1,750,171)             (854,158)
   EHC                                          (230,205)             (173,493)
   Tyree                                        (665,233)           (1,345,775)
                                            ------------          ------------
INCOME (LOSS) BEFORE PROVISION
 FOR INCOME TAXES                           $ (2,478,826)         $ (2,548,732)
                                            ============          ============

                                               Three Months Ended March 31,
                                                2013                  2012
                                            ------------          ------------
DEPRECIATION OF PROPERTY AND EQUIPMENT:
  Amincor                                   $         --          $         --
  Other Assets                                        --                    --
  BPI                                            294,031               206,550
  EHC                                             32,191                22,857
  Tyree                                          151,225               152,756
                                            ------------          ------------
TOTAL DEPRECIATION OF PROPERTY AND
 EQUIPMENT                                  $    477,447          $    382,164
                                            ============          ============

                                               Three Months Ended March 31,
                                                2013                  2012
                                            ------------          ------------
AMORTIZATION OF INTANGIBLE ASSETS:
  Amincor                                   $         --          $         --
  Other Assets                                        --                    --
  BPI                                                 --               191,225
  EHC                                                 --                    --
  Tyree                                               --               276,609
                                            ------------          ------------
TOTAL AMORTIZATION OF INTANGIBLE ASSETS     $         --          $    467,834
                                            ============          ============

                                                Three Months Ended March 31,
                                                2013                  2012
                                            ------------          ------------
INTEREST EXPENSE - NET:
  Amincor                                   $   (183,309)         $    (80,715)
  Other Assets                                    (7,247)               (6,895)
  BPI                                            169,327               100,819
  EHC                                             59,184                18,640
  Tyree                                          212,887               124,093
                                            ------------          ------------
Total interest expense, net                 $    250,842          $    155,942
                                            ============          ============

                                       23
<PAGE>
12. COMMITMENTS AND CONTINGENCIES

CONTINGENCIES:

BPI

In connection with Baker's Pride's USDA loan application,  BPI had Environmental
Site  Assessments  done on the property  where one of its bakeries is located as
required by the prospective lender. A Phase II Environmental Site Assessment was
completed  on October  31,  2011 and was  submitted  to the Iowa  Department  of
Natural Resources ("IDNR") for their review. IDNR requested that a Tier Two Site
Cleanup  Report  ("Tier  Two") be  issued  and  completed  in  order  to  better
understand what  environmental  hazards exist on the property.  The Tier Two was
completed  on February  3, 2012 and was  submitted  to IDNR for further  review.
Management's  latest  correspondence  with IDNR, dated March 21, 2012,  required
additional   environmental   remediation   to  be  in  compliance   with  IDNR's
regulations.  Management has retained the necessary environmental consultants to
become  compliant with IDNR's request.  Due to the nature of the liability,  the
remediation  work is 100%  eligible  for refund from INDR's  Innocent  Landowner
Fund.  As such  there is no  direct  liability  related  to the  clean up of the
hazard.

TYREE

One of Tyree's largest customers, Getty Petroleum Marketing, Inc. ("GPMI") filed
for  bankruptcy  protection  on December 5, 2011.  As of that date,  Tyree had a
pre-petition receivable of $1,515,401.  Additionally,  Tyree has a post-petition
administrative  claim  for  $593,709.  A Proof  of  Claim  was  filed  with  the
Bankruptcy  court on Tuesday,  April 10, 2012.  On August 27,  2012,  the United
States  Bankruptcy Court for the Southern  District of New York confirmed GPMI's
Chapter 11 plan of  liquidation  offered by its unsecured  creditors  committee,
overruling the remaining  objections.  The plan provides for all of the debtors'
property to be  liquidated  over time and for the  proceeds to be  allocated  to
creditors.  Any assets not  distributed  by the effective date will be held by a
liquidating  trust  and  administered  by a  liquidation  trustee,  who  will be
responsible  for  liquidating   assets,   resolving   disputed  claims,   making
distributions, pursuing reserved causes of action and winding up GPMI's affairs.
As an unsecured  creditor,  Tyree may never  collect or may only collect a small
percentage  of the pre and post petition  amounts  owed. To date,  Tyree has not
been  notified  of any  intent by the  United  States  Bankruptcy  Court for the
Southern  District  of  New  York  to  claw  back  any  amounts  paid  to  Tyree
pre-petition.

Tyree  management  continues  to  negotiate  with Local Union 1, Local Union 25,
Local Union 99, Local Union 138, Local Union 200 and Local Union 355 over unpaid
benefits that are due to each of the respective unions. Tyree's records indicate
approximately  $1 million of unpaid benefits due as of December 31, 2012.  Tyree
management  does not dispute  that  benefits are due to the  respective  unions,
however,  settlement and payment plan discussions are ongoing.  The Local Unions
have filed suit to enforce  their  rights as to the unpaid  benefits as of March
2013.

                                       24
<PAGE>
A variety of unsecured  vendors have filed suit for  non-payment  of outstanding
invoices. Each of these actions is handled on a case by case basis, to determine
the settlement and payment plan.

ESI (A DISCONTINUED OPERATION)

The Volkl license  agreement was terminated in September  2011 and  concurrently
the Strategic Alliance  Agreement with Samsung America CT, Inc.  ("Samsung") was
also terminated.  Volkl is seeking a $400,000 royalty payment. ESI has initiated
counterclaims against the various parties, including but not limited to Samsung,
seeking damages for, including but not limited to infringement,  improper use of
company assets and breach of fiduciary duty. Volkl was successful in obtaining a
judgment against ESI and a confirmation of the Arbitration is presently  pending
in Federal  Court.  Management  believes  that this matter and the Frost  matter
below will  eventually  be settled  out of court for less than the  royalty  and
damages amounts sought.

On September 28, 2012, Sean Frost ("Frost"), the former President of Epic Sports
International,  Inc., filed a complaint against Epic Sports  International Inc.,
Amincor, Inc. and Joseph Ingrassia (collectively,  the "Defendants").  The first
cause of action of the complaint is a petition to compel  arbitration for unpaid
compensation and benefits pursuant to Frost's employment  agreement.  The second
cause  of  action  of the  complaint  is for  breach  of  contract  for  alleged
non-payment  of expenses,  vacation days and  assumption of certain  debts.  The
third cause of action of the complaint is for violation of the California  Labor
Code for failure to pay wages. In addition, Frost is seeking among other things,
damages, attorneys' fees and costs and expenses.

LEGAL PROCEEDINGS

AMINCOR

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

                                       25
<PAGE>
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.  The
regulations  put Tyree or Tyree's  predecessor  companies at risk for becoming a
party to legal proceedings  involving customers or other interested parties. The
issues involved in such proceedings  generally relate to alleged  responsibility
arising  under  federal or state laws to remediate  contamination  at properties
owned or operated either by current or former  customers or by other parties who
allege damages. To limit its exposure to such proceedings,  Tyree purchases, for
itself  and  Tyree's  predecessor  companies,  site  pollution,   pollution  and
professional  liability  insurance.  Aggregate limits, per occurrence limits and
deductibles   for  this  policy  are   $10,000,000,   $5,000,000   and  $50,000,
respectively.

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

IMSC/OTHER ASSETS

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

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

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

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

                                       26
<PAGE>
13. SUBSEQUENT EVENTS

On April 26, 2013,  effective April 1, 2013,  EHC, a wholly owned  subsidiary of
the Company sold all of its EQS's common stock for $500,000,  which included the
sale and transfer of certain EQS assets and assuming certain of its liabilities.
A seller's note of $500,000 was agreed upon with an annual  interest rate of 8%.
The note will be  interest  only for its  first two  years,  and  thereafter  be
amortized over a five-year period. The note will be secured by the assets of the
acquiring company.

On April 30, 2013 the sale of the property in Allentown,  PA was completed  with
the Allenton Economic Development Corporation.  The Company netted approximately
$232,000 from the sale.

The  Company  had  no  additional   significant   subsequent   events  requiring
disclosure.

                                       27
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS ("MD&A")

                          AMINCOR (CONSOLIDATED BASIS)

GOING CONCERN/LIQUIDITY AND CAPITAL RESOURCES

During the three  months  ended March 31,  2013,  cash flows used in  continuing
operations was $869,346.  This was principally due to a net loss from continuing
operations of $2,478,826  which was partially  offset by a reduction in accounts
receivable  of   approximately   $414,000,   increase  in  accounts  payable  of
approximately  $431,000,  depreciation  expense of  approximately  $477,000,  an
increase in accrued  expenses and other  current  liabilities  of  approximately
$369,000  and a  decrease  in  prepaid  expenses  and  other  current  assets of
approximately  $350,000. The net loss from continuing operations is discussed in
greater  detail in the results from  operations for the three months ended March
31, 2013 and 2012 section of this MD&A.

For the three  months  ended  March  31,  2013,  cash  flows  used in  investing
activities  from  continuing   operations  of  $20,604  were  primarily  due  to
immaterial purchases of additional equipment at Baker's Pride, Inc.

For the three  months  ended March 31,  2013,  cash flows  provided by financing
activities from continuing  operations of $674,274 was primarily due to proceeds
received on loans from related parties.

For the three months ended March 31, 2013, total cash flows used in discontinued
operations  was  $8,195.  Cash used in  discontinued  operations  was  primarily
related to the winding down of entities classified as discontinued operations.

The accompanying  consolidated condensed financial statements have been prepared
on a going concern  basis,  which  contemplates  the  realization  of assets and
settlement  of  liabilities  and  commitments  in the normal course of business.
However,  as  reflected in the  accompanying  consolidated  condensed  financial
statements,  we recorded a net loss from continuing operations of $2,478,826 and
$2,548,732 for the three months ended March 31, 2013 and 2012, respectively.  We
had a working  capital  deficit of  $23,249,795  and an  accumulated  deficit of
$86,821,262  as of March 31, 2013.  The results of the Company's cash flows from
continuing  operations  for the three  months  ended  March  31,  2013 have been
adversely  impacted by the loss of Baker's  Pride's  most  significant  customer
Aldi, Inc. The Company's primary focus is to achieve  profitable  operations and
positive cash flow of its operations of its long established  niche businesses -
Tyree and Baker's Pride.

Our auditors,  Rosen  Seymour  Shapss Martin & Company LLP, have stated in their
audit report  dated  December  31, 2012 that there is  substantial  doubt on the
Company's ability to continue operations as a going concern due to our recurring
net losses from  operations,  and the Company has a significant  working capital
deficit.  Our  ability to  continue  as a going  concern is  dependent  upon our

                                       28
<PAGE>
capability to raise additional funds through debt and equity  financing,  and to
achieve profitable  operations.  Our plans to continue as a going concern and to
achieve a profitable level of operations are as follows:

With  respect to BPI,  management  has  successfully  negotiated  a contract for
co-packing frozen donut products to one of the world's largest family owned food
companies  which is a global  supplier to the food  service and in store  bakery
retail industries.  Management believes that this contract will pave the way for
additional  contracts  from other  significant  food  companies  in  addition to
increased business from the newly acquired customer.  BPI has entered the frozen
segment  and is also  positioning  itself to enter  back  into the  fresh  bread
manufacturing  industry by placing significant and competitive bids to strategic
players  within the fresh bread markets.  Management  believes that by September
2013, its facilities will be operationally  capable of supporting  themselves on
internally  generated cash flows.  Management has had verbal  conversations with
its lender,  Central State Bank,  regarding the bridge loan financing which will
allow for BPI to extend its interest only  financing on the new donut  equipment
until  such  time  that  BPI is able  through  its cash  flow to make  principal
payments.

With respect to Tyree, management is projecting an increase in its environmental
business  through  the end of 2013 and  2014.  Tyree's  ability  to  succeed  in
securing  additional  environmental  business  depends on the  ability of one of
Tyree's primary  customers to secure  remediation work by bidding  environmental
liabilities  currently  present on gasoline  stations and referring this work to
Tyree.  Management is in the process of evaluating the  profitability of Tyree's
other  divisions  and intends to continue  these  operations  provided that they
continue to be profitable.  In addition,  Tyree's management believes that Tyree
is currently holding greater level of inventory than is necessary for operations
and will seek to liquidate or cease additional purchases of similar inventory on
a going forward basis.  Management  intends to utilize cash flows generated from
this decrease in inventory as additional working capital.

Tyree's  management is working to secure additional  available capital resources
and turnaround  Tyree's operations to generate operating income. As of March 31,
2013,  Tyree  has a working  capital  deficit  of  approximately  $10.5  million
exclusive of amounts  owed to Amincor and  recorded a net loss of  approximately
$660,000  for the three  months  ended March 31,  2013.  Tyree has entered  into
settlement  agreements  and continues to negotiate with creditors to pay off its
outstanding debt obligations.  However,  without  additional  capital resources,
Tyree may not be able to  continue  to operate  and may be forced to curtail its
business, liquidate assets and/file for bankruptcy protection. In any such case,
its  business,  operating  results or financial  condition  would be  materially
adversely affected.

With  respect  to EHC,  one of EQS'  managers  has  signed a letter of intent to
purchase  EQS in  exchange  for the  assumption  of the  accounts  payable and a
$500,000 note to Amincor  Other  Assets,  Inc.  which is  collateralized  with a
secured lien on all of the lab equipment of EQS.  Management  believes that this
will  increase the cash flows of EHC as EQS had  historically  received  cash to
cover expenses for operations from its sister  company,  AWWT. AWWT has recently

                                       29
<PAGE>
signed a licensing  agreement with a Denver based water technology company which
will allow AWWT to sell waste  water  treatment  equipment  to large  municipal,
industrial, agricultural and commercial generators of waste water. Management is
currently in discussion with multiple customers in this market and believes that
there is a significant  opportunity  for consistent and reliable cash flows from
placing systems in use with these customers.

With respect to Amincor Other Assets,  there are  significant  assets  currently
residing on Amincor  Other Asset's  balance  sheet  related to the  discontinued
operations  of  Imperia  and  Tulare  are  included  in  assets  held for  sale.
Management  intends to liquidate  these assets as soon as they are able to do so
profitably.  Management  believes  there is more value in these  assets  than is
currently  shown on our balance  sheet and an attempt to liquidate  these assets
quickly will decrease their value to, or below, what is currently showing on our
balance sheet. In the meantime, management is utilizing these assets to the best
of their ability by offsetting the costs  associated with owning those assets by
generating income from renting these properties out when possible.

With respect to Amincor, Inc.'s corporate offices,  Management continues to seek
new  financing  from a financial  institution  in order to provide  more working
capital to its subsidiary  companies.  Management has had discussions  with many
financial  institutions  of  different  types  and has  narrowed  down  eligible
candidates  to only a few.  Management  expects  that by  executing on the above
plans for the  subsidiary  companies  and by acquiring new financing for working
capital for its subsidiary companies,  Baker's Pride, Tyree and AWWT will become
profitable  and be  able to  generate  enough  internal  cash  flow  to  operate
independently of one another.

CONTINGENT LIABILITIES:

ESI

The Volkl license  agreement was terminated in September  2011 and  concurrently
the Strategic Alliance  Agreement with Samsung America CT, Inc.  ("Samsung") was
also terminated.  Volkl is seeking a $400,000 royalty payment. ESI has initiated
counterclaims against the various parties, including but not limited to Samsung,
seeking damages for, including but not limited to infringement,  improper use of
company assets and breach of fiduciary  duty. The  counterclaim  against Samsung
has been  settled and ESI has moved to have Samsung  dismissed  Samsung from any
further claims.

Volkl was successful in obtaining a judgment  against ESI and a confirmation  of
the Arbitration is presently pending in Federal Court.  Management believes that
this matter and the Frost matter below will  eventually  be settled out of court
for less than the royalty and damages amounts sought.

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

                                       30
<PAGE>
the Superior Court of the State of California,  County of San Diego against Epic
Sports International Inc., Amincor, Inc. and Joseph Ingrassia (collectively, the
"Defendants"). The first cause of action is a petition to compel arbitration for
unpaid compensation and benefits pursuant to Frost's employment  agreement.  The
second  cause of action is for breach of  contract  for alleged  non-payment  of
expenses,  vacation  days and  assumption of certain  debts.  The third cause of
action is for  violation of the  California  Labor Code for failure to pay wages
due and owing. Frost is seeking among other things, damages, attorneys' fees and
costs and expenses.

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

TYREE

One of Tyree's largest customers, Getty Petroleum Marketing, Inc. ("GPMI") filed
for  bankruptcy  protection  on December 5, 2011.  As of that date,  Tyree had a
pre-petition   receivable   of   $1,515,401.27.   Additionally,   Tyree   has  a
post-petition  administrative claim for $593,709.20.  A Proof of Claim was filed
with the  Bankruptcy  court on Tuesday,  April 10, 2012. On August 27, 2012, the
United States  Bankruptcy Court for the Southern  District of New York confirmed
GPMI's  Chapter  11 plan  of  liquidation  offered  by its  unsecured  creditors
committee, overruling the remaining objections. The plan provides for all of the
debtors'  property  to be  liquidated  over  time  and  for the  proceeds  to be
allocated to creditors. Any assets not distributed by the effective date will be
held by a liquidating trust and administered by a liquidation  trustee, who will
be  responsible  for  liquidating  assets,  resolving  disputed  claims,  making
distributions, pursuing reserved causes of action and winding up GPMI's affairs.
As an unsecured  creditor,  Tyree may never  collect or may only collect a small
percentage of the pre and post petition  amounts owed. To date, Tyree has not be
notified of any intent by the United  States  Bankruptcy  Court for the Southern
District of New York to claw back any amounts paid to Tyree pre-petition.

Tyree management has negotiated settlements with Local Union 99, Local Union 138
and Local Union 355. Tyree management continues to negotiate with Local Union 1,
Local Union 25, and Local Union 200 over unpaid  benefits that are due and owing
to  each  of  the  respective  unions.  Tyree  records  indicate   approximately
$1,100,000  of unpaid  benefits  due.  Tyree  management  does not dispute  that
benefits are due and owing to the  respective  unions,  however,  settlement and
payment plan discussions are ongoing. The Local Union 1 and Local Union 200 have
each filed suit in the United States District Court Eastern District of New York
to enforce their rights as to the unpaid benefits due and owing from Tyree,  and
as guarantor  of certain  amounts due and owing,  Amincor,  Inc. is also a named
party  in these  lawsuits.  Local  Union  200 has  also  filed a claim  with the
National Labor Relations Board.

A variety of unsecured  vendors have filed suit for  non-payment  of outstanding
invoices,  as noted in Tyree's  financial  statements under accounts payable and
notes  payable.  Each of these actions is handled on a case by case basis,  with
settlement and payment plan.

                                       31
<PAGE>
BPI

In connection with Baker's Pride's USDA loan application,  BPI had Environmental
Site  Assessments  done on the property  where one of its bakeries is located as
required by BPI's prospective  lender. A Phase II Environmental  Site Assessment
was  completed on October 31, 2011 and was  submitted to the Iowa  Department of
Natural Resources ("IDNR") for their review. IDNR requested that a Tier Two Site
Cleanup  Report  ("Tier  Two") be  issued  and  completed  in  order  to  better
understand what  environmental  hazards exist on the property.  The Tier Two was
completed  on February  3, 2012 and was  submitted  to IDNR for further  review.
Management's  latest  correspondence  with IDNR, dated March 21, 2012,  required
revisions  to  the  Tier  Two  to  be in  compliance  with  IDNR's  regulations.
Management  has  retained  the  necessary  environmental  consultants  to become
compliant  with  IDNR's  request.  Due  to the  nature  of  the  liability,  the
remediation  work is 100%  eligible  for refund from INDR's  Innocent  Landowner
Fund.  As such  there is no  direct  liability  related  to the  clean up of the
hazard.

TULARE

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

RESULTS FROM OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

NET REVENUES

Net revenues for the three  months  ended March 31, 2013 totaled  $7,193,160  as
compared to net  revenues of  $13,897,017  for the three  months ended March 31,
2012, a decrease in net  revenues of  $6,703,857  or  approximately  48.2%.  The
primary  reason for the decrease in net revenues is related to Tyree's and BPI's
operations.  Tyree's net revenues  decreased by  approximately  $2.7 million and
BPI's net revenues  decreased  by  approximately  $4.1 million  during the three
months ended March 31, 2013. A detailed  analysis of each  subsidiary  company's
individual  net revenues can be found within their  respective  MD&A sections of
this Form 10-Q.

COST OF REVENUES

Cost of revenues for the three months ended March 31, 2013 totaled $6,281,420 or
approximately  87.3% of net revenues as compared to $10,704,512 or approximately
77.0% of net revenues for the year ended March 31, 2012.  The primary reason for
the increase in cost of revenues as a  percentage  of net revenues is related to
BPI's  operations.  BPI incurred  fixed costs well in excess of its net revenues

                                       32
<PAGE>
for the three  month  period  ended March 31, 2013 due to the loss of a material
customer A detailed  analysis of each  subsidiary  company's  individual cost of
revenues can be found within their respective MD&A sections of this Form 10-Q.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses for the three months ended
March 31, 2013 totaled $3,187,811 as compared to $5,695,027 for the three months
ended  March 31,  2012,  a decrease  in  operating  expenses  of  $2,507,216  or
approximately  44.0%.  The primary  reason for the decrease in SG&A expenses was
related to BPI's and Tyree's  operations.  BPI's operating expenses decreased by
approximately  $740,000 and Tyree's operating expenses decreased by $1.5 million
during the three  months  ended March 31,  2013 as compared to the three  months
ended  March  31,  2013.  A  detailed  analysis  of  each  subsidiary  company's
individual operating expenses can be found within their respective MD&A sections
of this Form 10-Q.

LOSS FROM OPERATIONS

Loss  from  operations  for the  three  months  ended  March  31,  2013  totaled
$2,276,071 as compared to $2,502,522  for the three months ended March 31, 2012,
a decrease  increase in loss from operations of $226,451 or approximately  9.0%.
The primary  reason for the decrease in loss from  operations  is related to the
decrease in operating expenses as noted above.

OTHER EXPENSES (INCOME)

Other  expenses for the three  months  ended March 31, 2013 totaled  $202,755 as
compared to $46,210 for the year ended  December 31, 2012,  an increase in other
expenses of $156,545.  The primary  reason for the increase in other expenses is
related to increased interest expenses  resulting from factoring  receivables of
Tyree,  EQS and AWWT alongside a higher carrying balance on BPI's bridge loan. A
detailed  analysis  of  each  subsidiary  company's  individual  other  expenses
(income) can be found within their respective MD&A sections of this Form 10-Q.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  totaled  $2,478,826  for the three months
ended March 31, 2013 as compared to $2,548,732  for the three months ended March
31,  2012,  a  decrease  in net loss from  continuing  operations  of $69,906 or
approximately  4.2%.  The  primary  reason  for the  decrease  in net loss  from
continuing  operations  is related to the  decreases  in SG&A  expenses as noted
above.

                                       33
<PAGE>
INCOME (LOSS) FROM DISCONTINUED OPERATIONS

Loss from  discontinued  operations  totaled ($6,254) for the three months ended
March 31, 2013 as compared to  ($55,839)  for the three  months  ended March 31,
2013,  a  decrease  in  loss  from   discontinued   operations   of  $49,585  or
approximately  88.8%.  The net loss of Masonry was ($6,695) for the three months
ended March 31, 2013 as compared to  ($10,236)  for the three months ended March
31, 2012, an increase in net loss of $46,044.  The net income of Tulare was $411
for the three  months  ended March 31, 2013 as compared to a net loss  ($45,603)
for the three  months  ended March 31,  2012, a decrease in net loss of $46,044.
The net income of ESI was $0 for the three months ended March 31, 2013 and 2012.

NET LOSS

Net loss  totaled  $2,485,080  for the three  months  ended  March  31,  2013 as
compared to $2,604,571  for the three months ended March 31, 2012, a decrease in
net loss of $119,491 or approximately  4.6%. The primary reason for the decrease
in net  loss  during  the  three  months  ended  March  31,  2013 was due to the
aforementioned decreases in SG&A expenses.

                               BAKER'S PRIDE, INC.

SEASONALITY

Seasonality  influenced  the  operations of the South Street Bakery  facility as
cookie sales are typically higher during the winter holiday season when compared
to the summer  season.  Operations  at the  Jefferson  Street  facility  are not
influenced by seasonality.  However,  when donut production commences at the Mt.
Pleasant Street  facility,  it will greatly be affected by seasonality.  For the
three months ended March 31, 2013 and 2012,  none of the  operations  of Baker's
Pride were influenced by seasonality.

LOSS OF MATERIAL CUSTOMER

On July 16, 2012,  BPI was notified that Aldi,  BPI's primary  customer would be
terminating  its contract  with the Company as of the end of October 2012 due to
BPI's  inability to meet certain  pricing,  cost and product  offering needs. As
such,  BPI performed an impairment  study and concluded  that BPI's goodwill and
intangible assets were fully impaired as of September 30, 2012.

Net revenues  generated  from Aldi  comprised 0.0% and 92.2% of net revenues for
the three months ended March 31, 2013 and 2012, respectively.  All Aldi revenues
generated  in the first three  months of 2012 were from BPI's  Jefferson  Street
facility.  The balance of net  revenues  generated  in the first three months of
2012 were in BPI's South Street  facility.  On November 30, 2012, BPI terminated
the  equipment  and facility  lease which  allowed for  production  at the South
Street  facility.  It is  management's  intention  to  enter  into a  co-packing
agreement  for all of the  products  formerly  produced  internally  with  other

                                       34
<PAGE>
bakeries  in order to continue to provide  the same  product  offerings  without
operating the facility.  Management  has moved all equipment  owned but formerly
residing at the South  Street  facility  to the Mt.  Pleasant  Street  facility.
Management  intends to return to its business plan of operating the Mt. Pleasant
Street  facility  thereby  reducing  fixed  overhead and variable costs by using
cross trained  personnel and  providing  its customer  base the  opportunity  to
purchase  one,  two or all three of its product  types in less than trailer load
quantities  but obtain cost effective  logistics  through a combined load of all
products offered by BPI.

Effective  November 2, 2012, BPI has stopped  production at the Jefferson Street
facility.  As  such,  there  were  layoffs  of  production  personnel  and  wage
reductions of remaining  personnel in order to minimize losses until  production
resumes at the Jefferson Street facility.  Production is currently underway with
low volume regional  companies with plans to increase product offerings and grow
the business.  Discussions are active for co-packing  arrangements to enable BPI
to broaden its offerings for new business  opportunities.  Discussions  continue
with major branded food products  companies  with BPI operating as the producer;
however, as of the time of filing BPI has not yet secured a significant contract
with a new bread  customer but has secured a  significant  contract with a donut
customer.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

NET REVENUES

Net  revenues  for the three  months  ended  March 31, 2013  totaled  $54,808 as
compared to $4,144,288  for the three months ended March 31, 2012, a decrease of
$4,089,480 or  approximately  98.7%.  The primary reason for the decrease in net
revenues is related to the loss of BPI's  customer  Aldi on November 2, 2012. Of
the  approximate  $4.1 million  decrease in net  revenues,  Aldi's  business was
responsible  for $3.8 million of this  decrease.  The remaining  decrease in net
revenues is related to the  termination of the equipment and facility lease that
allowed for production at the South Street facility.

COST OF REVENUES

Cost of revenues for the three  months ended March 31, 2013 totaled  $554,650 as
compared to $3,080,600  for the three months ended March 31, 2012, a decrease of
$2,525,950  or  approximately  82.0%.  The Company  had a 98.7%  decrease in net
revenues  against an 82.0%  decrease  in cost of revenues in 2013 as compared to
2012.  The primary reason for the decrease in cost of revenues is related to the
Jefferson Street facility not operating at 100% capacity during the three months
ended March 31, 2013 due to the loss of Aldi as  compared to  operating  at 100%
capacity  during the three months ended March 31, 2012.  Certain fixed costs are
incurred by BPI regardless of the production  levels at BPI's  facilities  which
were  incurred  during the three months ended March 31, 2013 but were not offset
by sales as they were during the three months ended March 31, 2012.

                                       35
<PAGE>
SELLING, GENERAL & ADMINISTRATIVE EXPENSES

S,G&A  expenses for the three months ended March 31, 2013 totaled  $1,081,017 as
compared to $1,820,333  for the three months ended March 31, 2012, a decrease of
$739,316 or approximately  40.6%. The primary reason for the decrease in 2013 is
related to the  termination of the equipment and facility lease that allowed for
production at the South Street facility (savings of approximately $405,000), the
absence of non-cash  intangible  amortization  expense due to the  impairment of
intangible  assets as of September 30, 2012 (savings of approximately  $191,000)
and temporary decreases in management's  salaries at BPI until production levels
return to normal (savings of approximately $50,000).

LOSS FROM OPERATIONS

Loss  from  operations  for the  three  months  ended  March  31,  2013  totaled
$1,580,859 as compared to $756,645 for the three months ended March 31, 2012, an
increase  in loss from  operations  of  $824,214 or  approximately  108.9%.  The
increase in loss from  operations  was  primarily  due to the  decreases  in net
revenues as noted above.

OTHER EXPENSES

Other  expenses for the three  months  ended March 31, 2013 totaled  $169,312 as
compared  to $97,513  for three  months  ended  March 31,  2012,  an increase of
$71,799. The primary reason for this increase in 2012 is higher interest expense
due to a larger loan  balances  on BPI's  working  capital  line the bridge loan
financing used to purchase new equipment for the Mt. Pleasant Street facility.

NET LOSS

Net loss for the  three  months  ended  March 31,  2013  totaled  $1,750,171  as
compared to $854,158 for the three  months ended March 31, 2012,  an increase in
net loss of  $896,013.  The  primary  reason  for this  increase  in net loss is
related to the decrease in net revenues as noted above.

                           ENVIRONMENTAL HOLDING CORP.

SEASONALITY

EQS's sales are  typically  higher  during the second and third  quarters of its
fiscal year. The fourth  quarter of the year is usually  affected by a slow down
at the holiday season and year end. In addition,  frigid  temperatures  combined
with the possibility of extreme  weather tend to discourage  projects from being
scheduled during the winter months.

AWWT's sales are typically  higher  during the second and third  quarters of its
fiscal year. The fourth and first  quarters of the year are usually  affected by
inclement  weather  which makes it  difficult to process  liquid  streams due to
freezing.

                                       36
<PAGE>
NET REVENUES

Net  revenues  for the three  months  ended March 31, 2013  totaled  $325,981 as
compared to $269,438 for the three  months ended March 31, 2012,  an increase of
$56,543 or approximately 17.3%.

EQS's net  revenues  for the three  months  ended March 31, 2013 was $233,658 as
compared to $269,438  for the three  months ended March 31, 2012, a net revenues
decrease of $35,780 or approximately 13.2%. The primary reason for this decrease
was related to  discontinuing  business  with  specific  customers of EQS due to
non-payment and one-time business coming in from a large project taking place in
March and April of 2012 that did not repeat in 2013.

AWWT's net  revenues  for the three  months  ended March 31, 2013 was $92,323 as
compared to $0 for the three  months  ended March 31,  2012,  an increase in net
revenues of  $92,363.  The  primary  reason for this  increase is related to the
acquisition of AWWT's plant assets on November 2, 2012.

COST OF REVENUES

Cost of revenues for the three  months ended March 31, 2013 totaled  $326,832 or
approximately  100.3% of net  revenues as compared to $258,712 or  approximately
96.0% for the three months ended March 31, 2012, an increase in cost of revenues
of $68,120 or approximately 26.3%.

EQS's cost of revenues for the three months ended March 31, 2013 was $249,319 or
approximately   106.7%  of  EQS's  net  revenues  as  compared  to  $258,712  or
approximately  96.0% of EQS's net  revenues for the three months ended March 31,
2012. EQS recorded a decrease in cost of sales of 3.6% against a decrease in net
revenues of 13.3% for the three months ended March 31, 2013.  The primary reason
for the increase in cost of revenues as a percentage  of net revenues is related
to fixed costs that are incurred from running EQS's lab  regardless of the sales
volume.  EQS was better able to offset these fixed costs during the three months
ended  March 31,  2012 with  higher  net  revenues  than it was during the three
months ended March 31, 2013.

AWWT's cost of revenues for the three months ended March 31, 2013 was $77,513 or
approximately  84.0% of AWWT's  net  revenues  as  compared  to $0 for the three
months ended March 31,  2013.  The primary  reason for this  increase in cost of
revenues is related to the  acquisition  of AWWT's  plant  assets on November 2,
2012.

SELLING, GENERAL & ADMINISTRATIVE  EXPENSES

SG&A  expenses for the three  months  ended March 31, 2013  totaled  $170,171 or
approximately  52.2% of net  revenues  as  compared  to $165,579 or 61.5% of net
revenues  for the three  months  ended March 31,  2012,  a decrease of $4,592 or
approximately 2.8%.

                                       37
<PAGE>
EQS's SG&A  expenses for the three months ended March 31, 2013 totaled  $141,321
or  approximately  60.5% of EQS's  net  revenues  as  compared  to  $165,579  or
approximately  61.5%  of EQS's  net  revenues,  a  decrease  in EQS's  operating
expenses of $24,258 or approximately 14.7%. The primary reason for this decrease
in  operating  expenses  was  related to the  allocation  of certain  management
personnel at EQS's salaries to AWWT.

AWWT's  operating  expenses  for the three  months  ended March 31, 2013 totaled
$28,850 or approximately  31.2% of AWWT's net revenues as compared to $0 for the
three  months  ended March 31,  2012.  The primary  reason for this  increase in
operating  expenses  is related to the  acquisition  of AWWT's  plant  assets on
November 2, 2012.

LOSS FROM OPERATIONS

Loss from operations for the three months ended March 31, 2013 totaled  $171,022
or approximately  52.5% of net revenues as compared to $154,853 or approximately
57.5% for the three  months  ended  March 31,  2012,  an  increase  in loss from
operations of $16,169 or approximately 10.4%.

EQS's loss from  operations  for the three  months  ended March 31, 2013 totaled
$156,981 or approximately 67.2% of EQS's net revenues as compared to $154,853 or
approximately  57.5% of EQS's  net  revenues,  an  increase  in EQS's  loss from
operations of $2,128 or approximately 1.4%. The primary reason for this increase
in loss from  operations  was related to the  decrease in EQS's net  revenues as
noted above.

AWWT's loss from  operations  for the three  months ended March 31, 2013 totaled
$14,041 or approximately  15.2% of AWWT's net revenues as compared to $0 for the
three  months ended March 31,  2012.  The primary  reason for this net loss from
operations is related to a lower net revenue  figure than  originally  projected
for the three months ended March 31, 2013.

OTHER EXPENSES

Other  expenses for the three  months  ended March 31, 2013  totaled  $59,184 or
approximately 18.2% of net revenues as compared to $18,640 or approximately 6.9%
of net  revenue for three  months  ended  March 31,  2012,  an increase in other
expenses of $40,543.

EQS's other  expenses for the three months ended March 31, 2013 totaled  $56,186
or  approximately  24.0% of  EQS's  net  revenues  as  compared  to  $18,640  or
approximately  6.9% of EQS's net  revenues  for the three months ended March 31,
2012,  an increase in EQS's other  expenses of $37,546.  The primary  reason for
this  increase is related to increased  interest  expenses due to EQS  factoring
receivables during the three months ended March 31, 2013 in addition to a higher
interest  expense on a larger loan balance on EQS's  working  capital line which
carried loan balances of $834,632 and  $635,279,  as of March 31, 2013 and 2012,
respectively.

                                       38
<PAGE>
AWWT's other  expenses for the three months ended March 31, 2013 totaled  $2,997
or  approximately  3.2% of AWWT's net  revenues  as compared to $0 for the three
months ended March 31, 2012. Similar to EQS, AWWT also factors  receivables with
a factor in addition to accruing interest on a working capital line.

NET LOSS

Net loss for the three months ended March 31, 2013 totaled  $230,205 as compared
to a net loss of $173,493 for the three months ended March 31, 2012, an increase
of $56,712 or approximately 32.7%.

EQS's net loss for the three  months  ended March 31, 2013  totaled  $213,167 as
compared to a net loss of $173,493 for the three months ended March 31, 2012, an
increase in net loss of 39,674 or  approximately  22.9%.  The primary reason for
the  increase in net loss as related to EQS was  related to the  decrease in net
revenues as noted above.

AWWT's net loss for the three  months  ended March 31, 2013  totaled  $17,038 as
compared to $0 for the three months ended March 31, 2012. The primary reason for
the net loss on AWWT was related to the lower than  expected net revenue  figure
as noted above.

                              TYREE HOLDINGS, INC.

SEASONALITY AND BUSINESS CONDITIONS

Historically, Tyree's revenues are lower during the first quarter of the year as
Tyree's  customers  complete  their  planning  for the  remainder  of the  year.
Approximately   26%  of  Tyree's  revenues  are  earned  from  customer  capital
expenditures.  Customers'  capital  expenditures are cyclical and tend to mirror
the  condition  of  the  economy  and  the  weather  patterns..   During  normal
conditions,  Tyree will need to draw from its  borrowing  base early in the year
and then pay down the borrowing  base as the year  progresses  when it generates
positive  cash flows.  The highest  revenue  generation  occurs from late in the
second quarter through the beginning of the fourth quarter of the year.

On December 5, 2011 Tyree's largest customer,  Getty Petroleum  Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court in the Southern  District of New York. This bankruptcy  filing
had a  significant  and  lasting  impact on  Tyree's  operations  and  financial
activities.  Immediately  following the  bankruptcy  filing of GPMI, all ongoing
work with GPMI was  significantly  reduced and plans for  Tyree's  restructuring
began which included a reduction of  approximately  15% in workforce  during the
first quarter of 2012. In June 2012 Green Valley Oil, LLC ("GVO") a subtenant of
GPMI and customer of Tyree went out of business.  Tyree made additional  expense
reductions and reduced its workforce by approximately 35.0% by the end of 2012

                                       39
<PAGE>
Tyree  maintains  a  $15,000,000  revolving  credit  agreement  with its  Parent
(Amincor) which expires on January 1, 2016.  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
$4,752,171  and  $4,819,829  as  of  March  31,  2013  and  December  31,  2012,
respectively. Borrowings under this agreement are collateralized by a first lien
security  interest  in all  tangible  and  intangible  assets  owned  by  Tyree.
Availability  of funding from Amincor is dependent on Amincor's  liquidity.  The
annual  interest  rate charged on this loan was  approximately  5% for the three
months  ending March 31, 2013 and 2012.  Starting in January  2013,  Tyree began
factoring certain accounts receivables with a related party.

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

LIQUIDITY

Tyree  incurred net losses of $665,233 and $1,345,774 for the three months ended
March 31,  2013 and 2012,  respectively.  Tyree's  largest  customer  filing for
bankruptcy  in December  2011  produced  large  write-offs  of  receivables  and
reductions in revenues  which  resulted in corporate cash demands well in excess
of receipts from revenues,  thus stressing the available funding on the existing
credit facility. In the fourth quarter of 2011, management responded with a plan
to term out all current  vendors.  Much was  accomplished  during 2011 with $1.9
million of accounts payable  converted to long and short term debt, at March 31,
2013 this amounted to $2,662,000.  Most of the remaining  vendors have agreed to
term notes early in 2012, thus  addressing the cash shortfall  produced in 2011,
while leaving some availability on Tyree's revolving credit line. In reaction to
the  GPMI  Bankruptcy  filing,  management  reduced  employee  headcount  by  an
additional  72  full  time  employees,  rescheduled  accounts  payable,  reduced
management's  salaries  and  reduced  its  rent  commitments.   Tyree  has  been
successful  in  securing  several  new  customers  but has not yet been  able to
replace all of the lost  business  from GPMI and GVO.  Management  continues  to
analyze Tyree's overhead  expenses and will continue to reduce its work force as
necessary  until it is able to replace the business lost as a result of the GPMI
bankruptcy filing and the Green Valley business cessation.

NET REVENUES

Net revenues for the three  months  ended March 31, 2013 totaled  $6,860,022  as
compared to $9,519,309  for the three months ended March 31, 2012, a decrease of
$2,659,287  or  approximately  27.9%.  The  decrease  in  revenues  in 2013  can
primarily be attributable to service revenues lost when GPMI and GVO went out of
business have never been  completely  replaced.  In addition,  in November 2012,
Tyree did not renew its fixed-fee  maintenance contract with Cumberland Farms as
it yielded a negative  gross  profit in 2012.  The  Service  operating  division
billed  approximately  $2,250,000  less during the three  months ended March 31,
2013 as compared to the three months ended March 31, 2012.  Additional decreases

                                       40
<PAGE>
in  revenue  are  attributable  to  Tyree's   Construction   division.   Tyree's
Construction  business unit completed two very large jobs in 2012 which were not
replaced with jobs of equal size in 2013. The Construction  business unit billed
approximately $570,000 less during the three months ended March 31, 2013 than it
did  during  the three  months  ended  March 31,  2012.  Revenues  by  operating
divisions  for the three  months ended March 31, 2013 and March 31, 2012 were as
follows:

Revenues                                              2013               2012
                                                   ----------         ----------
Service and Construction                           $3,288,315         $6,395,568
Environmental, Compliance and Engineering           3,571,707          2,925,202
Manufacturing / International                              --            198,539
                                                   ----------         ----------

TOTAL                                              $6,860,022         $9,519,309
                                                   ==========         ==========

COST OF REVENUES

Cost of revenues for the three months ended March 31, 2013 totaled $5,447,589 or
approximately 79.4% of net revenues as compared to $7,401,217,  or 77.7% for the
three months ended March 31, 2012. The gross profit percentage decreased by 1.7%
period to period due to under estimating the cost of several  construction  jobs
in New  Jersey.  The  effect  of this  under  estimation  resulted  in a drop of
approximately 7.0% or $105,000 in the Construction business unit's gross profit.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, 2013 totaled $1,863,281,
or approximately 27.2% of net revenues compared to $3,351,628,  or approximately
35.2% of net  revenues  for the three months ended March 31, 2012, a decrease in
operating  expenses  of  $1,488,347  or  approximately  44.4%.  The  decrease in
operating expenses in 2013 was primarily  attributed to the reduction in Tyree's
work force over the course of 2012 (a reduction of  approximately  $667,000) and
the absence of  intangible  amortization  due to the  impairment  of  intangible
assets in 2012 (a reduction of approximately  $277,000)  alongside other smaller
expense reductions across all of Tyree's expense categories.

LOSS FROM OPERATIONS

Loss from operations for the three months ended March 31, 2013 totaled $450,849,
or   approximately   6.5%  of  net  revenues  as  compared  to  $1,233,537,   or
approximately 13.0% of net revenues for the three months ended March 31, 2012, a
decrease  in loss from  operations  of  $782,688  or  approximately  63.4%.  The
decrease in loss from  operations was primarily due to the decrease in operating
expenses as noted above.

                                       41
<PAGE>
OTHER EXPENSES

Other  expenses for the three months ended March 31, 2013 totaled  $214,384,  or
approximately 3.1% of net revenues as compared to other expenses of $112,238, or
approximately 1.2% of net revenues for the three months ended March 31, 2012, an
increase in other expenses of $102,146 or  approximately  91.0%. The increase in
other expenses during the three months ended March 31, 2013 was primarily due to
an increase  in  interest  expense  due to a Tyree  factoring  certain  accounts
receivables to improve cash flow.

NET LOSS

Net loss for the three months ended March 31, 2013 totaled  $665,233 as compared
to $1,345,774  for the three months ended March 31, 2012, a decrease of $680,541
or  approximately  50.6%.  The decrease in net loss is primarily  related to the
decrease in operating expenses as noted above.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

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

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

                                       42
<PAGE>
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.

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

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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, 2013. 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, 2013.

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

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

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

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

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

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

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

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

As of the report date,  title to the Property  has been  transferred  to Amincor
Other  Assets,  Inc.,  and the  issuance  of the deed is pending  completion  of
filling with the Westchester County Clerk.

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

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

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

On July 6, 2012, SFR Holdings, Ltd., Eden Rock Finance Master Limited, Eden Rock
Asset Based Lending Master Ltd., Eden Rock  Unleveraged  Finance Master Limited,
SHK Asset Backed Finance  Limited,  Cannonball  Plus Fund Limited and Cannonball
Stability Fund, LP (collectively,  the "Plaintiffs")  commenced an action in the
Supreme Court of the State of New York County of New York against Amincor, Inc.,
Amincor Other Assets,  Inc.,  their  officers and  directors,  John R. Rice III,
Joseph F.  Ingrassia and Robert L. Olson and various other  entities  affiliated
with or  controlled  directly  or  indirectly  by John R. Rice III and Joseph F.

                                       46
<PAGE>
Ingrassia  (collectively  the  "Defendants").  Plaintiffs allege that Defendants
engaged in wrongful acts,  including  fraudulent  inducement,  fraud,  breach of
fiduciary duty, unjust enrichment, fraudulent conveyance and breach of contract.
Plaintiffs are seeking  compensatory  damages in an amount in excess of $150,000
to be determined at trial.  Defendants believe that this lawsuit has no merit or
basis and intend to vigorously defend it.

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

As of the date of this filing, Tyree management has negotiated  settlements with
Local Union 99, Local Union 138 and Local Union 355. Tyree management  continues
to negotiate with Local Union 1, Local Union 25, and Local Union 200 over unpaid
benefits that are due and owing to each of the respective unions.  Tyree records
indicate approximately  $1,100,000 of unpaid benefits due. Tyree management does
not dispute that benefits are due and owing to the respective  unions,  however,
settlement and payment plan discussions are ongoing. The Local Union 1 and Local
Union 200 have each filed  suit in the  United  States  District  Court  Eastern
District of New York to enforce  their rights as to the unpaid  benefits due and
owing from Tyree,  and as guarantor of certain  amounts due and owing,  Amincor,
Inc. is also a named party in these  lawsuits.  Local Union 200 has also filed a
claim with the National Labor Relations Board.

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

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<PAGE>
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  6,610,934  shares  of the total of
7,663,023  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 CLASS A COMMON  AND  CLASS B COMMON  SHARES  ARE NOW  QUOTED ON THE OVER THE
COUNTER BULLETIN BOARD UNDER THE SYMBOLS "AMNC" AND "AMNCB", RESPECTIVELY.

While the shares are now quoted on the Over the Counter  Bulletin  Board,  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
securities   registered  on  some  national   securities   exchanges).   On  the
Over-the-Counter  Bulletin  Board,  our stock may be considered a "penny stock."
Purchases and sales of our shares are generally  facilitated  by  broker-dealers
who act as market makers for our shares.

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

In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the

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

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

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

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

We are  authorized  to issue up to  22,000,000  shares of Class A voting  common
stock and  40,000,000  shares or Class B non-voting  common stock and  3,000,000
shares of Preferred Stock. At present, there are 7,663,023 Class A common shares
and  21,286,344  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.

As of the date of this  filing,  there were 55 Class A  stockholders  of record,
owning all of the 7,663,023 issued and outstanding  shares of our Class A common
stock;  there were 88  institutional  shareholders  of record  owning all of the
21,286,344 issued and outstanding  shares of our Class B non-voting common stock
and  there  were 36  institutional  shareholders  of  record  owning  all of the
1,752,823 issued and outstanding shares of our Preferred Stock.

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

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

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

We are required to file  periodic  reports with the SEC pursuant to the Exchange
Act and the rules and  regulations  promulgated  thereunder.  In order to comply
with these requirements,  our independent registered public accounting firm will
have to review  our  financial  statements  on a  quarterly  basis and audit our
financial statements on an annual basis.  Moreover,  our legal counsel will have
to review and assist in the  preparation  of such reports.  The costs charged by
these  professionals  for such services  cannot be accurately  predicted at this
time because factors such as the number and type of transactions  that we engage
in and the  complexity of our reports cannot be determined at this time and will
have a major  affect  on the  amount  of time to be  spent by our  auditors  and
attorneys. However, the incurrence of such costs will obviously be an expense to
our  operations  and thus  have a  negative  effect on our  ability  to meet our
overhead  requirements  and earn a profit.  We may be exposed to potential risks
resulting from new requirements  under Section 404 of the  Sarbanes-Oxley Act of
2002. If we cannot provide  reliable  financial  reports or prevent  fraud,  our
business and operating results could be harmed,  investors could lose confidence
in our  reported  financial  information,  and the  trading  price of our common
stock, if a market ever develops, could drop significantly.

POTENTIAL CONFLICTS OF INTEREST

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

                                       50
<PAGE>
             GENERAL RISK FACTORS RELATING TO AMINCOR'S SUBSIDIARIES

AMINCOR NEEDS ADDITIONAL CAPITAL IN THE FUTURE TO FUND THE OPERATIONS AND GROWTH
OF OUR  SUBSIDIARY  COMPANIES AND THIS NEW CAPITAL MAY NOT BE AVAILABLE.  IN THE
EVENT SUCH  ADDITIONAL  CAPITAL IS NOT  AVAILABLE,  AMINCOR MAY NEED TO FILE FOR
BANKRUPTCY PROTECTION.

Amincor's Management is working to secure additional available capital resources
and turnaround the subsidiary  companies to generate  operating income.  Amincor
may raise additional funds through public or private debt or equity  financings.
However,  there can be no assurance  that such  resources  will be sufficient to
fund the  operations  of Amincor  or the  long-term  growth of the  subsidiaries
businesses.  Amincor cannot assure investors that any additional  financing will
be  available  on  favorable  terms,  or  at  all.  Without  additional  capital
resources,  Amincor may not be able to continue to operate,  take  advantage  of
unanticipated  opportunities,  develop  new  products  or  otherwise  respond to
competitive pressures,  and be forced to curtail its business,  liquidate assets
and/or file for bankruptcy protection. In any such case, its business, operating
results or financial condition would be materially adversely affected.

Amincor's   independent   registered   public   accounting  firm  has  expressed
substantial  doubt about Amincor's ability to continue as a going concern in the
audit report on the Company's audited financial  statements for the three fiscal
years ended  December  31, 2012  included  herein.  (See Item 7 -  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  as
filed with the  Company's  Form 10-K on April 17,  2013 with the  United  States
Securities and Exchange Commission)

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

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

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

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

GLOBAL  ECONOMIC  CONDITIONS MAY  MATERIALLY AND ADVERSELY  AFFECT OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Unfavorable  economic  conditions,  including  the impact of  recessions  in the
United States and throughout the world,  may negatively  affect our business and
financial  results.  These  economic  conditions  could  negatively  impact  (i)
consumer demand for our products, (ii) the mix of our products' sales, (iii) our
ability to collect  accounts  receivable on a timely basis,  (iv) the ability of
suppliers  to provide  the  materials  required  in our  operations  and (v) our
ability to obtain  financing or to  otherwise  access the capital  markets.  The
strength of the U.S.  dollar  versus  other  world  currencies  could  result in
increased  competition  from  imported  products  and  decreased  sales  to  our
international  customers.  A  prolonged  recession  could  result  in  decreased
revenue, margins and earnings.  Additionally,  the economic situation could have
an  impact on our  lenders  or  customers,  causing  them to fail to meet  their
obligations  to us. The  occurrence of any of these risks could  materially  and
adversely affect our subsidiary  businesses'  financial condition and results of
operations.

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

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

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

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enforcement, or the discovery of currently unknown contamination,  may give rise
to remediation liabilities or other claims that may be material.

Environmental  requirements  may become  stricter or be interpreted  and applied
more strictly in the future.  These future  changes or  interpretations,  or the
indemnification  for such  adverse  environmental  conditions,  could  result in
environmental compliance or remediation costs not anticipated by us, which could
have a material adverse effect on our business,  financial  condition or results
of operations.

COMMODITY PRICE RISK.

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

CHANGES OF PRICES FOR PRODUCTS.

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

                   RISK FACTORS AFFECTING BAKER'S PRIDE, INC.

ON OCTOBER 31, 2012, BAKER'S PRIDE, INC. ("BPI") LOST ITS PRIMARY CUSTOMER.  THE
LOSS OF THIS CUSTOMER  ADVERSELY  AFFECTED OUR RESULTS OF OPERATIONS,  FINANCIAL
CONDITION, AND PROFITABILITY.

Aldi, Inc.  accounted for 89.5%, 92.1% and 100.0% of revenue for the years ended
December 31, 2012, 2011 and 2010, respectively. BPI was advised verbally on July
12, 2012 and by written notice on July 16, 2012 that effective October 31, 2012,
Aldi,  Inc.,  BPI's most  significant  customer,  would be terminating  BPI as a
supplier to Aldi, Inc. due to BPI's inability to meet certain pricing,  cost and
product  offering  needs.  The loss of Aldi,  Inc. has had a materially  adverse
effect on BPI's  results of operations  and  financial  condition in 2012 and in
2013 up to the date of this report.

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DEPENDENCE ON KEY PERSONNEL.

BPI's success depends to an extent upon the performance of its management  team,
which includes Robert Brookhart, who is responsible for all operations and sales
of the business.  The loss or  unavailability  of Mr.  Brookhart could adversely
affect its  business  and  prospects  and  operating  results  and/or  financial
condition.

CHANGES OF PRICES FOR PRODUCTS.

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

INCREASED COMMODITY PRICES AND AVAILABILITY MAY IMPACT PROFITABILITY.

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

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

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

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

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

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

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

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

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

               RISK FACTORS AFFECTING ENVIRONMENTAL HOLDINGS CORP.

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

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

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

EQS  believes  that due to the  constant  focus on the  environmental  standards
throughout  the world,  EQS may be  required  in the future to adhere to new and
more stringent government regulations.  Governmental agencies constantly seek to
improve  standards  required for verification  and/or  certification of products
and/or  services.  In the event EQS'  products/services  fail to meet these ever
changing standards,  some or all of its products/services may become obsolete or
de-listed from government  verification  having a direct negative effect on EQS'
ability to generate revenue and remain profitable.

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

                                       55
<PAGE>
AWWT'S  RESULTS  MAY  FLUCTUATE  DUE  TO  CERTAIN   REGULATORY,   MARKETING  AND
COMPETITIVE FACTORS OVER WHICH AWWT HAS LITTLE OR NO CONTROL.

The  factors  listed  below are outside of AWWT's  control and may cause  AWWT's
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 AWWT  products/services;  (ii)  the  timing  and  size of
customer purchases;  and (iii) customer and/or  distributors  concerns about the
stability of AWWT's business which could cause them to seek alternatives to AWWT
products/services.

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

AWWT  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 AWWT's  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 AWWT's
ability to generate revenue and remain profitable.

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

AWWT's success depends to an extent upon the performance of its employees,  some
of whom hold certain licenses,  permits and certifications,  including,  but not
limited to Ms.  Patricia  Werner - Els. The loss or  inability to replace  these
employees holding the licenses,  permits or certifications  necessary to conduct
AWWT's business, could adversely affect its business and prospects and operating
results  and/or  financial  condition.  Additionally,  AWWT holds a license  for
patented  electrocoagulation  technologies,  which is critical  to its  business
operations.  The loss of this license  could  adversely  affect its business and
prospects and operating results and/or financial condition

                   RISK FACTORS AFFECTING TYREE HOLDINGS CORP.

TYREE NEEDS ADDITIONAL  CAPITAL TO FUND THE OPERATIONS AND GROWTH OF THE COMPANY
AND THIS NEW CAPITAL MAY NOT BE AVAILABLE.  IN THE EVENT SUCH ADDITIONAL CAPITAL
IS NOT AVAILABLE, TYREE MAY NEED TO FILE FOR BANKRUPTCY PROTECTION.

Tyree management is working to secure additional available capital resources and
turnaround  Tyree's operations to generate  operating income.  However,  without
additional capital  resources,  Tyree may not be able to continue to operate and
may be  forced  to  curtail  its  business,  liquidate  assets  and/or  file for
bankruptcy  protection.  In any such case,  its business,  operating  results or
financial condition would be materially adversely affected.

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

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

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

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

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

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

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

Tyree is exposed to certain  environmental and pollution risks due to the nature
of some of the contract work it performs.  Costs associated with pollution clean
up efforts and environmental  regulatory  compliance have not yet had a material
adverse impact on its capital  expenditures,  earnings, or competitive position.
However,  the  occurrence  of a future  environmental  or pollution  event could
potentially have an adverse impact.

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

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

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

ADVERSE WEATHER LESSENS DEMAND FOR TYREE'S SERVICES.

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

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

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

                                       58
<PAGE>
On December 5, 2011, Tyree's largest customer,  Getty Petroleum Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court for the Southern  District of New York. As of that date, Tyree
has a pre-petition  receivable of approximately  $1,515,401.27.  As an unsecured
creditor, Tyree may never collect or may only collect a small percentage of this
pre-petition amount owed. Additionally, Tyree has a post-petition administrative
claim for approximately $593,709.20. Tyree may never collect or may only collect
a small percentage of this post-petition amount owed. A Proof of Claim was filed
with the Bankruptcy court on Tuesday,  April 10, 2012.  GPMI's  bankruptcy could
materially adversely affect Tyree's financial  condition,  results of operations
or cash flows.

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

THE FACTORS ABOVE ARE NOT  EXHAUSTIVE.  FOR A MORE COMPLETE LIST OF RISK FACTORS
AFFECTING THE COMPANY AND ITS SUBSIDIARIES, PLEASE REFER TO THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED  DECEMBER  31, 2012 FILED WITH THE
UNITED STATES  SECURITIES  AND EXCHANGE  COMMISSION  ON APRIL 17, 2013,  AND ANY
AMENDMENTS THERETO.

ITEM 5. OTHER INFORMATION

Pursuant to a Stock Purchase Agreement,  effective April 1, 2013,  Environmental
Holding Corp., a Delaware  corporation,  and wholly owned subsidiary of Amincor,
Inc.  ("Seller")  sold all of its  right,  title and  interest  in 150 shares of
Common  Stock,  par value  $0.001 of  Environmental  Quality  Services,  Inc., a
Delaware corporation (the "Shares") to Essential Environmental Technologies (the
"Buyer").  The Shares  represent  100% of the issued and  outstanding  shares of
Environmental  Quality  Services,  Inc. on a fully diluted  basis.  The purchase
price for the sale and transfer of the Shares by Seller to Buyer was $500,000 to
be paid by Buyer  pursuant to a promissory  note in the principal  amount of the
purchase  price and shall be secured by the  provisions  of that certain  Pledge
Agreement. Buyer has assumed all assets and liabilities. However, as part of the
sale of the Shares, Amincor, Inc., the parent company of the Seller, also agreed
to unconditionally write off certain loan amounts due and owing by Environmental
Quality Services, Inc. to Amincor, Inc.

On April 30, 2013,  Amincor  Other  Assets,  Inc.  sold the 360,000  square foot
facility where Allentown Metal Works,  Inc.  formerly operated located at 606 S.
10th  Street,  Allentown,  PA  18103.  The  property  was sold to the  Allentown

                                       59
<PAGE>
Economic  Development  Corporation for $500,000 less outstanding taxes and costs
due and owing on the property, for net sale proceeds of $232,496.64.

ITEM 6. EXHIBITS

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

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

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

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

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

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

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                                   SIGNATURES

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

                                          AMINCOR, INC.


Date: May 15, 2013                        By: /s/John R. Rice, III
                                              ----------------------------------
                                              John R. Rice, III, President



Date: May 15, 2013                        By: /s/ Joseph F. Ingrassia
                                              ----------------------------------
                                              Joseph F. Ingrassia, Interim Chief
                                              Financial Officer

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