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: June 30, 2011

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

         For the transition period from: _____________ to _____________

                         Commission File No.: 000-28865


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

             Nevada                                              88-0376372
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

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

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(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 August 15,  2011,  there were  7,478,409  shares of  Registrant's  Class A
Common  Stock  and  21,176,262  shares  of  Registrant's  Class B  Common  Stock
outstanding.
<PAGE>
                                  AMINCOR, INC.
                               REPORT ON FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

                                    CONTENTS

PART I  - FINANCIAL INFORMATION

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

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations........................................ 25

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk....... 41

   Item 4.  Controls and Procedures.......................................... 41

PART II  - OTHER INFORMATION

   Item 1.  Legal Proceedings................................................ 43

   Item 1A. Risk Factors..................................................... 44

   Item 6.  Exhibits......................................................... 50

SIGNATURES................................................................... 51

                                       2
<PAGE>
                                EXPLANATORY NOTE

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

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

Our 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>
                                                                                 June 30,              December 31,
                                                                                   2011                   2010
                                                                               ------------           ------------
                                                                                (unaudited)             (audited)
<S>                                                                            <C>                    <C>
                                     ASSETS

CURRENT ASSETS:
  Cash                                                                         $  1,239,490           $  2,612,998
  Accounts receivable, net of allowance of $518,883 and
   $608,325 in 2011 and 2010, respectively                                       10,283,093              8,596,583
  Note receivable                                                                        --                522,501
  Due from related party                                                          1,683,940              1,717,233
  Inventories, net                                                                4,376,384              3,369,862
  Costs and estimated earnings in excess of billings on
   uncompleted contracts                                                            836,753                279,152
  Prepaid expenses and other current assets                                       1,124,034                739,781
  Current assets - discontinued operations                                        1,294,278              1,570,473
                                                                               ------------           ------------

      Total current assets                                                       20,837,972             19,408,583
                                                                               ------------           ------------

PROPERTY AND EQUIPMENT, NET                                                      14,760,118             15,104,049
PROPERTY AND EQUIPMENT, NET - DISCONTINUED OPERATIONS                             1,165,649              2,365,950
                                                                               ------------           ------------
      Total property and equipment, net                                          15,925,767             17,469,999
                                                                               ------------           ------------
OTHER ASSETS:
  Mortgages receivable                                                            6,180,000              6,180,000
  Goodwill                                                                       15,746,397             15,538,400
  Other intangible assets, net                                                   12,837,990             13,534,890
  Deferred financing costs, net                                                     241,219                319,465
  Other assets                                                                      145,415                157,571
  Assets held for sale                                                            2,730,000              6,575,000
  Other assets - discontinued operations                                            291,667              1,234,367
                                                                               ------------           ------------

      Total other assets                                                         38,172,688             43,539,693
                                                                               ------------           ------------

      Total assets                                                             $ 74,936,427           $ 80,418,275
                                                                               ============           ============
</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                                 June 30,              December 31,
                                                                                   2011                   2010
                                                                               ------------           ------------
                                                                                (unaudited)             (audited)
<S>                                                                            <C>                    <C>
                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                             $ 10,573,500           $  8,359,899
  Assumed liabilities - current portion                                           2,440,649              2,480,921
  Accrued expenses and other current liabilities                                  3,142,549              3,966,462
  Loans payable to related party                                                    690,637                713,930
  Notes payable - current portion                                                   350,810                418,181
  Capital lease obligations - current portion                                       106,666                138,474
  Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                          1,416,364                536,825
  Due to officer                                                                    144,592                144,592
  Current liabilities - discontinued operations                                   4,354,755              4,372,176
                                                                               ------------           ------------

      Total current liabilities                                                  23,220,522             21,131,460
                                                                               ------------           ------------
LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                                           --                 28,375
  Capital lease obligations - net of current portion                                623,633                450,342
  Notes payable - net of current portion                                          1,552,515              1,643,483
  Other long-term liabilities                                                        21,661                 21,661
  Long-term liabilities - discontinued operations                                    10,536                199,280
                                                                               ------------           ------------

      Total long-term liabilities                                                 2,208,345              2,343,141
                                                                               ------------           ------------

      Total liabilities                                                          25,428,867             23,474,601
                                                                               ------------           ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  AMINCOR SHAREHOLDERS' EQUITY:
   Convertible preferred stock, $0.001 par value per share; 3,000,000
    authorized, 1,752,823 issued and outstanding                                      1,753                  1,753
   Common stock - class A; $0.001 par value; 22,000,000
    authorized, 7,478,409 issued and oustanding                                       7,478                  7,478
   Common stock - class B; $0.001 par value; 40,000,000
    authorized, 21,176,262 issued and oustanding                                     21,176                 21,176
   Additional paid-in capital                                                    88,593,228             88,250,203
   Accumulated deficit                                                          (37,460,281)           (29,858,319)
                                                                               ------------           ------------

      Total Amincor shareholders' equity                                         51,163,354             58,422,292
                                                                               ------------           ------------

NONCONTROLLING INTEREST EQUITY                                                   (1,655,794)            (1,478,617)
                                                                               ------------           ------------

     Total equity                                                                49,507,560             56,943,675
                                                                               ------------           ------------

     Total liabilities and shareholders' equity                                $ 74,936,427           $ 80,418,275
                                                                               ============           ============
</TABLE>

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

                                       5
<PAGE>
                         Amincor, Inc. and Subsidiaries
           Consolidated or Combined Condensed Statements of Operations
                     Six Months Ended June 30, 2011 and 2010
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended June 30,            Six Months Ended June 30,
                                                                   2011              2010               2011             2010
                                                               ------------      ------------       ------------     ------------
                                                              (consolidated)      (combined)       (consolidated)     (combined)
<S>                                                          <C>               <C>                <C>              <C>
Net revenues                                                 $ 16,108,368      $ 18,878,645       $ 30,773,613     $ 36,704,691

COST OF REVENUES                                               11,804,357        14,476,237         22,635,865       27,071,197
                                                             ------------      ------------       ------------     ------------

      Gross profit                                              4,304,011         4,402,408          8,137,748        9,633,494

SELLING, GENERAL AND ADMINISTRATIVE                             5,273,032         4,725,791         10,983,080        9,142,902
                                                             ------------      ------------       ------------     ------------

      (Loss) income from operations                              (969,021)         (323,383)        (2,845,332)         490,592
                                                             ------------      ------------       ------------     ------------
OTHER EXPENSES (INCOME):
  Interest expense, net                                             8,383           338,202            609,630          636,287
  Other expenses (income)                                          40,515           127,579           (395,748)         106,503
                                                             ------------      ------------       ------------     ------------

      Total other expenses (income)                                48,898           465,781            213,882          742,790
                                                             ------------      ------------       ------------     ------------

Loss before provision for income taxes                         (1,017,919)         (789,164)        (3,059,214)        (252,198)

Provision for income taxes                                             --           120,000                 --          120,000
                                                             ------------      ------------       ------------     ------------

      Net loss from continuing operations                      (1,017,919)         (909,164)        (3,059,214)        (372,198)
                                                             ------------      ------------       ------------     ------------

Loss from discontinued operations                              (3,797,134)         (504,942)        (4,719,926)      (1,890,445)

      Net loss                                                 (4,815,053)       (1,414,106)        (7,779,140)      (2,262,643)
                                                             ------------      ------------       ------------     ------------

      Net loss attributable to non-controlling interests           (2,445)         (120,364)          (177,177)         (85,823)
                                                             ------------      ------------       ------------     ------------

      Net loss attributable to Amincor stockholders          $ (4,812,608)     $ (1,293,742)      $ (7,601,963)    $ (2,176,820)
                                                             ============      ============       ============     ============
NET LOSS PER SHARE FROM CONTINUING OPERATIONS -
BASIC AND DILUTED:
  Net loss from continuing operations attributable to
   Amincor stockholders                                      $      (0.04)     $      (0.03)      $      (0.11)    $      (0.01)
                                                             ============      ============       ============     ============
  Weighted average shares outstanding - basic and diluted      28,654,671        35,303,082         28,654,671       28,283,237
                                                             ============      ============       ============     ============
NET LOSS PER SHARE ATTRIBUTABLE TO AMINCOR STOCKHOLDERS -
BASIC AND DILUTED:
  Net loss attributable to Amincor stockholders              $      (0.17)     $      (0.04)      $      (0.27)    $      (0.08)
                                                             ============      ============       ============     ============
  Weighted average shares outstanding - basic and diluted      28,654,671        35,303,082         28,654,671       28,283,237
                                                             ============      ============       ============     ============
</TABLE>

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

                                       6
<PAGE>
                         Amincor, Inc. and Subsidiaries
Consolidated or Combined Condensed Statement of Changes in Shareholders' Equity
                     Six Months Ended June 30, 2011 and 2010

<TABLE>
<CAPTION>
                                                               Amincor, Inc. and Subsidiaries
                                            -------------------------------------------------------------------
                                                Convertible           Common Stock -          Common Stock -
                                              Preferred Stock            Class A                 Class B
                                            ------------------      -------------------     -------------------
                                            Shares      Amount      Shares       Amount     Shares       Amount
                                            ------      ------      ------       ------     ------       ------
<S>                                        <C>       <C>           <C>         <C>        <C>          <C>
Balance at December 31, 2009 (audited)           --     $   --    14,126,820    $14,127           --    $    --

Prior period adjustment                          --         --            --         --           --         --
                                          ---------     ------    ----------    -------   ----------    -------
Balance at December 31, 2009,
 (as restated)                                   --         --    14,126,820     14,127           --         --
                                          ---------     ------    ----------    -------   ----------    -------
Issuance of preferred and common
 stock to investors in the limited
 partnerships that were lenders to
 the predecessor business of the
 Company's subsidiaries                   1,752,823      1,753            --         --   21,176,262     21,176

Net loss                                         --         --            --         --           --         --
                                          ---------     ------    ----------    -------   ----------    -------
Balance at June 30, 2010 (unaudited)      1,752,823      1,753    14,126,820     14,127   21,176,262     21,176
                                          ---------     ------    ----------    -------   ----------    -------

Balance at December 31, 2010 (audited)    1,752,823      1,753     7,478,409      7,478   21,176,262     21,176
                                          ---------     ------    ----------    -------   ----------    -------

Issuance of stock options                        --         --            --         --           --         --

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

Balance at June 30, 2011 (unaudited)      1,752,823     $1,753     7,478,409    $ 7,478   21,176,262    $21,176
                                          =========     ======    ==========    =======   ==========    =======

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

Prior period adjustment                            --         728,066          87,238         815,304
                                          -----------    ------------     -----------     -----------
Balance at December 31, 2009,
 (as restated)                             48,957,087     (22,401,624)     (1,207,847)     25,361,743
                                          -----------    ------------     -----------     -----------
Issuance of preferred and common
 stock to investors in the limited
 partnerships that were lenders to
 the predecessor business of the
 Company's subsidiaries                       (22,929)             --              --              --

Net loss                                           --      (2,176,820)        (85,823)     (2,262,643)
                                          -----------    ------------     -----------     -----------
Balance at June 30, 2010 (unaudited)       48,934,158     (24,578,444)     (1,293,670)     23,099,100
                                          -----------    ------------     -----------     -----------

Balance at December 31, 2010 (audited)     88,250,203     (29,858,319)     (1,478,617)     56,943,674
                                          -----------    ------------     -----------     -----------

Issuance of stock options                     343,025              --              --         343,025

Net loss                                           --      (7,601,963)       (177,177)     (7,779,140)
                                          -----------    ------------     -----------     -----------

Balance at June 30, 2011 (unaudited)      $88,593,228    $(37,460,281)    $(1,655,794)    $49,507,560
                                          ===========    ============     ===========     ===========
</TABLE>

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

                                       7
<PAGE>
                         Amincor, Inc. and Subsidiaries
           Consolidated or Combined Condensed Statements of Cash Flows
                     Six Months Ended June 30, 2011 and 2010
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2011                   2010
                                                                                  ------------           ------------
                                                                                 (consolidated)            (combined)
<S>                                                                               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                             $ (3,059,214)          $   (372,198)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization of property and equipment                         1,031,746                438,794
     Amortization of intangible assets                                                 993,900                977,700
     Amortization of deferred financing cost                                            78,246                 78,234
     Stock based compensation                                                          343,025                     --
     Gain on sale of equipment                                                         (49,330)                    --
     Provision for doubtful accounts                                                    83,475                 51,741
  Changes in assets and liabilities:
     Accounts receivable                                                            (1,769,984)              (895,546)
     Due from factor - related party                                                        --               (389,885)
     Inventory                                                                      (1,006,522)              (149,851)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                        (557,601)              (860,678)
     Construction in process                                                                --                113,336
     Prepaid expenses and other current assets                                        (384,253)                92,962
     Other assets                                                                       12,156                 22,647
     Accounts payable                                                                2,171,875              1,995,978
     Accrued expenses and other current liabilities                                   (823,913)              (179,278)
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                         879,539              1,597,490
     Billings on construction                                                               --             (1,357,778)
     Other long-term liabilities                                                            --                140,587
                                                                                  ------------           ------------

NET CASH (USED IN) PROVIDED BY OPERATIONS - CONTINUING OPERATIONS                   (2,056,855)             1,304,256
                                                                                  ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                                  (98,103)              (102,466)
  Proceeds from sale of equipment                                                       79,320                     --
                                                                                  ------------           ------------

NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS                          (18,783)              (102,466)
                                                                                  ------------           ------------
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                                      2011                   2010
                                                                                  ------------           ------------
                                                                                 (consolidated)            (combined)
<S>                                                                               <C>                    <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings/repayments with related parties                                        10,000             (1,293,210)
  Net proceeds from loans with related parties                                              --              1,150,544
  Principal payments of capital lease obligations                                      (62,173)                    --
  Net payments of notes payable                                                       (157,838)              (325,558)
  Payments of assumed liabilities                                                     (425,964)              (456,717)
                                                                                  ------------           ------------

NET CASH (USED IN) FINANCING ACTIVITIES - CONTINUING OPERATIONS                       (635,975)              (924,941)
                                                                                  ------------           ------------

Net cash used in operating activities - discontinued operations                     (4,461,151)                (9,029)
Net cash provided by investing activities - discontinued operations                  5,045,301                 89,096
Net cash provided by (used in) financing activities - discontinued operations          753,956                (80,068)
                                                                                  ------------           ------------

(Decrease) increase in cash                                                         (1,373,507)               276,848

Cash, beginning of period                                                            2,612,998                339,049
                                                                                  ------------           ------------

Cash, end of period                                                               $  1,239,491           $    615,897
                                                                                  ============           ============
Supplemental disclosure of cash flow information:
  Cash paid during the six months ended June 30,
    Interest                                                                      $    172,348           $  1,390,218
                                                                                  ============           ============

    Income taxes                                                                  $     14,700           $         --
                                                                                  ============           ============
Non-cash investing activities:
  Acquisition of net assets of Environmental Quality Services, Inc.               $         --           $         --
                                                                                  ============           ============

Acquisition of equipment by capital lease and notes payable                       $    203,191           $    660,808
                                                                                  ============           ============
</TABLE>

              The accompanying notes are an integral part of these
            condolidated or combined condensed financial statements

                                       9
<PAGE>
                         Amincor, Inc. and Subsidiaries
        Notes to Consolidated or Combined Condensed Financial Statements
                             June 30, 2011 and 2010


1. ORGANIZATION AND NATURE OF BUSINESS

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

     The Company  remained  dormant  until January 2010 at which time it entered
into letters of intent to acquire all or a majority of the outstanding  stock of
the following  companies:  Tulare  Holdings,  Inc.,  Tyree Holdings Corp.,  Epic
Sports  International,  Inc., Baker's Pride, Inc., Imperia Masonry Supply Corp.,
Whaling  Distributors,  Inc. and Allentown Metal Works, Inc. All of such letters
of intent were  subject to  completion  of  satisfactory  due  diligence.  After
completion of its due  diligence  review the Company  terminated  the letters of
intent to acquire Allentown Metal Works, Inc. and Whaling Distributors, Inc. and
completed the acquisition of Tulare Holdings,  Inc., Tyree Holdings Corp.,  Epic
Sports International, Inc., Baker's Pride, Inc. and Imperia Masonry Supply Corp.

As of June 30, 2011,  Amincor operates the following entities as a result of the
assignment of all the right, title and interest of the debt owed to the Lenders:

         Baker's Pride, Inc. ("BPI")
         Epic Sports International, Inc. ("ESI")
         Tyree Holdings Corp. ("Tyree")
         Environmental Quality Services, Inc. ("EQS")

                                       10
<PAGE>
BPI

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

ESI

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

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

TYREE

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

EQS

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

As of June 30, 2011, Amincor has adopted a plan to discontinue operations at the
following entities within the next twelve months:

         Masonry Supply Holding Corp. ("Masonry" or "IMSC")
         Tulare Holdings, Inc. ("Tulare Holdings" or "Tulare")

MASONRY

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

                                       11
<PAGE>
TULARE HOLDINGS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  accompanying   unaudited   consolidated  or  combined  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 or combined condensed  financial  statements should be
read in  conjunction  with the Form 10-K dated April 15, 2011 which includes the
audited  consolidated or combined financial statements for the three years ended
December 31, 2010.

PRINCIPLES OF CONSOLIDATION OR COMBINATION

The consolidated or combined condensed financial statements include the accounts
of  Amincor,   Inc.  and  all  of  its  consolidated  or  combined  subsidiaries
(collectively  the "Company").  All intercompany  balances and transactions have
been  eliminated  in  consolidation  or  combination.   The  combined  financial
statements represents a period prior to the acquisition of the subsidiaries.

USE OF ESTIMATES

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

                                       12
<PAGE>
REVENUE RECOGNITION

BPI

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

ESI

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

TYREE

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

Effective  January  1,  2010,  Tyree  began  using the  percentage-of-completion
method, which recognizes income as work on a contract progresses.  The change to
the  percentage-of-completion  method of  accounting is believed to be desirable
and Tyree has  improved  its  ability to make  estimates  that are  sufficiently
dependable to justify its use.  This change of method  required an adjustment to
the Company's accumulated deficit of $815,000 representing income on uncompleted
contracts in prior years that would have been  recognized in prior years had the
percentage of completed method been in effect.

As a result of the change to the percentage-of-completion  method of accounting,
the  consolidated  balance sheets reflects an asset account "Costs and estimated
earnings in excess of  billings  on  uncompleted  contracts,"  which  represents
revenues  recognized in excess of amounts billed. Also as a result of the change
to the  percentage-of-completion  method of accounting, the consolidated balance
sheets  reflects a liability  account,  "Billing in excess of cost and estimated
earnings  on  uncompleted  contracts,"  which  represents  billings in excess of
revenues recognized.

EQS

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

                                       13
<PAGE>
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.

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

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

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

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

GOODWILL AND INTANGIBLE ASSETS

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

                                       14
<PAGE>
Intangible  assets  with  finite  lives are  recorded  at cost less  accumulated
amortization.  Finite-lived  intangible  assets are amortized on a straight-line
basis over the expected useful lives of the respective assets.

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. An impairment
of $892,048 was recorded on the goodwill and other intangible  assets of Masonry
as of June 30, 2011.

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,  which is reflected  in the loss from  discontinued
operations.  Diluted earnings (loss) per share considers the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised  or could  otherwise  cause  the  issuance  of common  stock,  such as
options,  convertible  notes and convertible  preferred stock, were exercised or
converted  into common  stock or could  otherwise  cause the  issuance of common
stock that then shared in earnings  (loss).  Such  potential  additional  common
shares are included in the  computation of diluted  earnings per share.  Diluted
loss per share is not computed  because any potential  additional  common shares
would reduce the reported  loss per share and  therefore  have an  anti-dilutive
effect.

3. DISCONTINUED OPERATIONS

Effective  June 30,  2011 the Company  discontinued  the  operations  of Masonry
Supply  Holding  Corp.  and Tulare  Holdings,  Inc. As a result,  losses from of
Masonry and Tulare are included in the loss from discontinued  operations in the
accompanying  financial  statements  for the three and six months ended June 30,
2011,  respectively.  Assets and liabilities related to discontinued  operations
are presented  separately on the balance sheets as of June 30, 2011 and December
31, 2010,  respectively.  Changes in net cash from  discontinued  operations are
presented in the  accompanying  statement of cash flows for the six months ended
June 30, 2011 and 2010,  respectively.  All prior  period  information  has been
reclassified to conform to the current period presentation.

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

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                               Three Months Ended June 30,      Six Months Ended June 30,
                                                 2011             2010            2011             2010
                                             ------------     ------------    ------------     ------------
<S>                                          <C>              <C>             <C>              <C>
Net revenue from discontinued operations     $  2,186,153     $  4,616,726    $  3,632,189     $  9,235,910
Loss from discontinued operations            $ (3,797,134)    $   (504,942)   $ (4,719,926)    $ (1,890,445)
</TABLE>

The  following is a summary of the assets and  liabilities  of the  discontinued
operations. The amounts were derived from historical financial information.

<TABLE>
<CAPTION>
                                                         June 30,              December 31,
                                                           2011                   2010
                                                       ------------           ------------
<S>                                                    <C>                    <C>
Accounts receivable                                    $    433,757           $    281,774
Inventories                                                 677,188              1,098,716
Prepaid expenses and other current assets                   183,333                189,983
Property, plant and equipment, net                        1,165,649              2,365,950
Goodwill and other intangible assets                             --                942,700
Other assets                                                291,667                291,667
                                                       ------------           ------------
Total assets                                           $  2,751,594           $  5,170,790
                                                       ============           ============

Accounts payable                                       $  3,874,213           $  3,853,724
Accrued expenses and other current liabilities              235,360                402,706
Capital lease obligations                                   255,718                315,026
                                                       ------------           ------------
Total Liabilities                                      $  4,365,291           $  4,571,456
                                                       ============           ============
Net (Liabilities) Assets                               $ (1,613,697)          $    599,334
                                                       ============           ============
</TABLE>

The Company continues to provide  administrative  services and office facilities
to these lines of business until such time that the  liquidation of their assets
is complete.

4. INVENTORIES

Inventories consist of:

     *    Baking ingredients,
     *    Construction and service maintenance parts.

A summary of inventory as of June 30, 2011 and December 31, 2010 is below.

<TABLE>
<CAPTION>
                                                         June 30,              December 31,
                                                           2011                   2010
                                                       ------------           ------------
<S>                                                    <C>                    <C>
Raw materials                                          $  4,141,081           $  3,083,440
Ingredients                                                 235,304                286,422
                                                       ------------           ------------
                                                       $  4,376,384           $  3,369,862
                                                       ============           ============
</TABLE>

5. PROPERTY, PLANT, AND EQUIPMENT

At June 30, 2011 and December 31, 2010, property, plant, and equipment consisted
of the following:

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                          Range of Estimated      June 30,             December 31,
                                             Useful Lives           2011                  2010
                                             ------------       ------------          ------------
<S>                                                             <C>                   <C>
Land                                         n/a                $    430,000          $    917,054
Machinery and equipment                      2 - 10 years          9,178,467             8,894,141
Furniture and fixtures                       5 - 10 years            112,315               112,314
Building and leasehold improvements          10 years              4,613,695             3,679,424
Computer equipment and software              5 - 7 years             764,087               730,511
Construction in progress                     n/a                      14,801                56,801
Vehicles                                     3 - 10 years          2,921,569             3,084,966
                                                                ------------          ------------
                                                                  18,034,935            17,475,211
Less accumulated depreciation                                      3,274,817             2,371,162
                                                                ------------          ------------
                                                                $ 14,760,118          $ 15,104,049
                                                                ============          ============
</TABLE>

Property, plant, and equipment include items under capital leases of $863,999 as
of June 30, 2011 and $660,808 as of December 31, 2010. Accumulated  depreciation
includes  $94,401  and  $47,201  related to those  items as of June 30, 2011 and
December 31, 2010, respectively.

Total depreciation  expense related to continuing  operations for the six months
ended June 30, 2011 and 2010, was $1,031,746 and $438,794,  respectively.  Total
depreciation expense related to continuing operations for the three months ended
June 30, 2011 and 2010 was $514,099 and $219,291, respectively.

6. INTANGIBLE ASSETS

Intangible  assets with finite  useful lives are  amortized  on a  straight-line
basis over the useful  lives of the assets and consist of the  following at June
30, 2011 and December 31, 2010:

<TABLE>
<CAPTION>
                                          Range of Estimated      June 30,             December 31,
                                             Useful Lives           2011                  2010
                                             ------------       ------------          ------------
<S>                                                             <C>                   <C>
Customer Relationships                       5 - 10 years       $  9,138,700          $  8,976,700
Non-Competition Agreements                   7 years               5,886,300             5,886,300
Licenses and Permits                         10.3 years            3,607,500             3,472,500
Service Contracts                            5.3 years               354,400               354,400
                                                                ------------          ------------
                                                                  18,986,900            18,689,900
Less Accumulated Amortization                                      6,148,910             5,155,010
                                                                ------------          ------------
                                                                $ 12,837,990          $ 13,534,890
                                                                ============          ============
</TABLE>

The above licenses and permits have renewal  provisions  which are generally one
to four years. At June 30, 2011, the weighted-average period to the next renewal
was  thirteen  months.  The costs of renewal are nominal and are  expensed  when
incurred. The Company intends to renew all licenses and permits currently held.

                                       17
<PAGE>
Amortization  expense related to continuing  operations for the six months ended
June 30, 2011 and 2010 was $993,900  and  $977,700,  respectively.  Amortization
expense  related to  continuing  operations  for the three months ended June 30,
2011 and 2010 was $496,950 and $488,850, respectively.

Goodwill and licenses and permits of $3,430,400  and $3,295,400 at June 30, 2011
and December 31, 2010,  respectively  have  indefinite  useful lives and are not
amortized but tested for impairment annually.

7. LONG-TERM DEBT

Long-term debt consists of the following at June 30, 2011 and December 31, 2010:

<TABLE>
<CAPTION>
                                                                           June 30,             December 31,
                                                                             2011                  2010
                                                                         ------------          ------------
<S>                                                                      <C>                   <C>
Equipment loans payable,  collateralized by the assets purchased,
and bearing  interest at annual fixed rates  ranging from 8.0% to
15.0% as of June 30, 2011 and December 31, 2010,  with  principal
and interest payable in installments through July 2014                   $   834,940           $    967,480

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

Note   payable  to  a   commercial   bank.   Payable  in  monthly
installments  of principal  and interest of $6,198  through March
2015. The annual interest rate is 7.25%                                      431,419                454,221


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


Bank line of credit  allowing  for  borrowings  of up to $90,000.
Interest at prime plus 4.25% per annum                                        63,025                 64,078


Total                                                                      1,903,324              2,061,664

Less current portion                                                         350,810                418,181
                                                                         ------------          ------------

Long-term portion                                                        $  1,552,515          $  1,643,483
                                                                         ============          ============
</TABLE>

8. LOANS FROM RELATED PARTIES

Loans from  related  parties  consists  of the  following  at June 30,  2011 and
December 31, 2010:

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                           June 30,             December 31,
                                                                             2011                  2010
                                                                         ------------          ------------
<S>                                                                      <C>                   <C>
Loan and security  agreement  with Capstone  Capital  Group,  LLC
which  expires on  November 1, 2013  bearing  interest at 18% per
annum. Maximum borrowing of $800,000                                     $    690,637          $    713,930
                                                                         ------------          ------------
Total loans and amounts payable to related parties                       $    690,637          $    713,930
                                                                         ============          ============
</TABLE>

Interest  expense for these loans amounted to  approximately  $95,043 and $0 for
the six months ended June 30, 2011 and 2010, respectively.  Interest expense for
these loans amounted to approximately  $54,330 and $0 for the three months ended
June 30, 2011 and 2010, respectively.

9. EQUITY

EQUITY INCENTIVE PLAN

Effective April 1, 2011, the Company  established the Amincor,  Inc. 2011 Equity
Incentive  Plan (the  "Plan") to  motivate  employees  (the  "Participants")  to
achieve the  long-term  goals of the Company.  Under the terms of the Plan,  the
Company has authorized  1,000,000 shares of its common stock to be available for
the exercise of stock options  granted.  Options granted may be either incentive
stock options or  non-qualified  stock options under the purposes of determining
their income tax  treatment.  A maximum of 100,000 shares of common stock may be
granted to any one participant during a calendar year.  Participants of the Plan
include employees,  employee directors and non-employee directors. Stock options
may be granted  within  ten years of the  effective  date (five  years for a ten
percent stockholder of the Company). Under the Plan, the Company may grant stock
appreciation  rights and stock awards to the  participants of the Plan. The Plan
is subject to the approval of the Company's shareholders.

On April 1, 2011 the  Company's  Board of  Directors  granted  an  aggregate  of
472,000 common stock options to the President,  Vice-President,  CFO and certain
management  and  employees of the Company and certain  officers and employees of
its  subsidiary  companies,  all at an  exercise  price of  $1.88,  based on the
estimated  fair  market  value of the  Company's  share price at the date of the
grant.  The stock options  vested  immediately.  The Company  estimates the fair
value of stock  options  on the date of grant  using  the  Black-Scholes  option
model,  which requires the input of subjective  assumptions.  These  assumptions
include the  estimated  volatility  of the  Company's  common stock price of the
expected  term  ("volatility"),  the fair  value  of the  Company's  stock,  the
risk-free  interest  rate and the  dividend  yield.  Changes  in the  subjective
assumptions    can    materially    affect   the   estimated   fair   value   of
stock-compensation.  The Company determined the fair value of the options issued
using the  pricing  model with the  following  assumptions:  5 years  expiration
period,  stock price  volatility of 40%,  risk free interest rate of 2.24%,  and
dividend yield of 0%.

                                       19
<PAGE>
Stock based  compensation cost of approximately  $342,000 and $0 is reflected in
selling, general and administrative expenses on the accompanying consolidated or
combined condensed  statements of operations for the three months ended June 30,
2011 and 2010, respectively and approximately $343,000 and $0 for the six months
ended June 30, 2011, and 2010, respectively.

10. OPERATING SEGMENTS

Operating  subsidiaries  are  organized  primarily by Amincor and its  operating
subsidiaries into nine operating  segments:  (1) Amincor,  (2) Other Assets, (3)
Contract Admin,  (4) BPI, (5) EQS, (6) ESI, (7) Tyree, and (8) Disc. Ops. (where
appropriate). Segment information is as follows:

<TABLE>
<CAPTION>
                                              June 30,              December 31,
                                                2011                   2010
                                            ------------           ------------
<S>                                         <C>                    <C>
TOTAL ASSETS:
  Amincor                                   $  2,516,225           $  4,675,136
  Other Assets                                20,525,781             26,044,101
  Contract Admin                                      --                    197
  BPI                                         15,652,399             14,945,020
  EQS                                          1,170,409                     --
  ESI                                            588,680                581,334
  Tyree                                       31,731,338             29,001,697
  Disc. Ops                                    2,751,594              5,170,790
                                            ------------           ------------
      Total assets                          $ 74,936,426           $ 80,418,275
                                            ============           ============

                                     Three Months Ended June 30,        Six Months Ended June 30,
                                     --------------------------        --------------------------
                                       2011              2010            2011              2010
                                     --------          --------        --------          --------
TOTAL CAPITAL EXPENDITURES:
  Amincor                            $     --          $     --        $     --          $     --
  Other Assets                             --                --              --                --
  Contract Admin                           --                --              --                --
  BPI                                  21,334            94,134          90,445            94,134
  EQS                                      --                --              --                --
  ESI                                      --                --              --                --
  Tyree                                    --             5,297           7,658             8,332
                                     --------          --------        --------          --------
      Total capital expenditures     $ 21,334          $ 99,431        $ 98,103          $102,466
                                     ========          ========        ========          ========
</TABLE>

                                       20
<PAGE>
<TABLE>
<CAPTION>
                                              June 30,              December 31,
                                                2011                   2010
                                            ------------           ------------
<S>                                         <C>                    <C>
TOTAL GOODWILL:
  Amincor                                   $         --           $         --
  Other Assets                                        --                     --
  Contract Admin                                      --
  BPI                                          7,770,900              7,770,900
  EQS                                            207,997                     --
  ESI                                            192,000                192,000
  Tyree                                        7,575,500              7,575,500
                                            ------------           ------------
      Total goodwill                        $ 15,746,397           $ 15,538,400
                                            ============           ============

                                              June 30,              December 31,
                                                2011                   2010
                                            ------------           ------------
TOTAL INTANGIBLE ASSETS:
  Amincor                                   $         --           $         --
  Other Assets                                        --                     --
  Contract Admin                                      --                     --
  BPI                                          5,577,396              5,959,846
  EQS                                            280,800                     --
  ESI                                            296,826                338,858
  Tyree                                        6,682,968              7,236,186
                                            ------------           ------------
      Total intangible assets               $ 12,837,990           $ 13,534,890
                                            ============           ============

                                     Three Months Ended June 30,         Six Months Ended June 30,
                                   -----------------------------       -----------------------------
                                       2011             2010               2011             2010
                                   ------------     ------------       ------------     ------------
NET REVENUES:
  Amincor                          $         --     $         --       $         --     $         --
  Other Assets                               --               --                 --               --
  Contract Admin                             --               --                 --               --
  BPI                                 3,754,152        3,131,725          7,260,647        6,599,629
  EQS                                   329,480               --            517,662               --
  ESI                                   412,188        1,037,833            939,530        2,432,926
  Tyree                              11,612,549       14,709,087         22,055,774       27,672,136
                                   ------------     ------------       ------------     ------------
      Net revenues                 $ 16,108,368     $ 18,878,645       $ 30,773,613     $ 36,704,691
                                   ============     ============       ============     ============
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                       Three Months Ended June 30,           Six Months Ended June 30,
                                                     ------------------------------       ------------------------------
                                                         2011              2010               2011              2010
                                                     ------------      ------------       ------------      ------------
<S>                                                  <C>               <C>                <C>               <C>
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES:
  Amincor                                            $ (1,139,108)     $         --       $ (1,991,237)     $         --
  Other Assets                                           (250,021)               --           (493,302)               --
  Contract Admin                                               --                --                395                --
  BPI                                                     518,682          (224,894)           935,673          (186,572)
  EQS                                                    (153,529)               --           (348,536)
  ESI                                                      78,029          (506,964)            18,470          (709,263)
  Tyree                                                   (71,973)         (177,305)        (1,180,677)          643,638
                                                     ------------      ------------       ------------      ------------
      Income (loss) before Provision for
       Income Taxes                                  $ (1,017,920)     $   (909,164)      $ (3,059,214)     $   (252,198)
                                                     ============      ============       ============      ============


                                                       Three Months Ended June 30,           Six Months Ended June 30,
                                                     ------------------------------       ------------------------------
                                                         2011              2010               2011              2010
                                                     ------------      ------------       ------------      ------------
DEPRECIATION OF PROPERTY AND EQUIPMENT:
  Amincor                                            $         --      $         --       $         --      $         --
  Other Assets                                            250,021                --            500,042                --
  Contract Admin                                               --                --                 --                --
  BPI                                                       1,571                --              3,141                --
  EQS                                                      25,463                --             50,927                --
  ESI                                                       1,059                36              2,118               284
  Tyree                                                   235,986           219,255            475,519           438,510
                                                     ------------      ------------       ------------      ------------
      Total depreciation of property and equipment   $    514,099      $    219,291       $  1,031,746      $    438,794
                                                     ============      ============       ============      ============


                                                       Three Months Ended June 30,           Six Months Ended June 30,
                                                     ------------------------------       ------------------------------
                                                         2011              2010               2011              2010
                                                     ------------      ------------       ------------      ------------
AMORTIZATION OF INTANGIBLE ASSETS:
  Amincor                                            $         --      $         --       $         --      $         --
  Other Assets                                                 --                --                 --                --
  Contract Admin                                               --                --                 --                --
  BPI                                                     191,225           191,225            382,450           382,450
  EQS                                                       8,100                --             16,200                --
  ESI                                                      21,016            21,016             42,032            42,032
  Tyree                                                   276,609           276,609            553,218           553,218
                                                     ------------      ------------       ------------      ------------
      Total amortization of intangible assets        $    496,950      $    488,850       $    993,900      $    977,700
                                                     ============      ============       ============      ============
</TABLE>

                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                       Three Months Ended June 30,           Six Months Ended June 30,
                                                     ------------------------------       ------------------------------
                                                         2011              2010               2011              2010
                                                     ------------      ------------       ------------      ------------
<S>                                                  <C>               <C>                <C>               <C>
INTEREST (INCOME) EXPENSE:
  Amincor                                            $   (267,265)     $         --       $   (484,914)     $         --
  Other Assets                                                 --                --                 --                --
  Contract Admin                                               --                --                 --                --
  BPI                                                      58,010           137,077            131,169           279,393
  EQS                                                       9,501                --             12,572                --
  ESI                                                         174            19,767              5,269            68,728
  Tyree                                                   207,964           181,357            945,534           288,166
                                                     ------------      ------------       ------------      ------------
      Total interest expense, net                    $      8,383      $    338,202       $    609,630      $    636,287
                                                     ============      ============       ============      ============
</TABLE>

11. CONTINGENCIES

LEGAL PROCEEDINGS

TYREE

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

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

DISCONTINUED OPERATIONS

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

                                       23
<PAGE>
CBC, a related party,  is the plaintiff in a foreclosure  action against Imperia
Family  Realty,  LLC and has been  granted a Judgment of  Foreclosure.  A former
principal  of  Imperia  Bros.  Inc.  (a  predecessor  company  to IMSC)  filed a
countersuit  in  response  to  the   foreclosure   action.   CBC  believes  this
countersuit,  which is being contested, is frivolous and will not be successful.
Management  believes the  litigation  described will have little or no impact on
the Company and IMSC.

12. LIQUIDITY MATTERS

Since the beginning of the recession in 2008,  the Company has not borrowed from
any bank,  finance  company,  other  unrelated  lender and has not  received any
private equity financing.  Since that time,  internally generated operating cash
flows  have  been   sufficient   to  meet  the  Company's   business   operating
requirements.  However, operating cash flows have not been sufficient to finance
capital  improvements  or provide funds for the  substantial  marketing  efforts
necessary for growing the businesses. For example, an outlay of about $2,000,000
is required to complete  the frozen  donut line for BPI. In  addition,  Tyree is
ready to expand by entering new geographic areas.

In 2011,  management expects to mortgage or sell the property occupied by Tulare
Frozen Foods in Lindsay, CA for $2,000,000. BPI has a USDA loan proposal of $7.5
million from an Iowa bank and is awaiting USDA approval.

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

Management  believes  that,  even without the addition of the capital from loans
and stock sales, that the Company will be able to generate sufficient cash flows
through June 30, 2012.

13. SUBSEQUENT EVENTS

The Company has evaluated  subsequent events from the balance sheet date through
the  date of the  accompanying  consolidated  or  combined  condensed  financial
statements became available to be issued. The following is a material subsequent
event.

On August 12, 2011,  Baker's Pride,  Inc.,  through its wholly owned subsidiary,
The South Street Bakery,  Inc.("SSB") entered into a lease agreement (the "Lease
Agreement") with Corbi  Properties,  LLC, an Iowa limited  liability company and
Clear Lake Specialty  Products,  Inc., an Iowa  corporation  (collectively,  the
"Landlord").  Pursuant to the Lease Agreement,  SSB is leasing from the Landlord
certain  property and  equipment  located in Clear Lake,  Iowa.  The term of the
Lease  Agreement is one (1) year,  with the right of an  automatic  one (1) year
extension if SSB has complied with the terms of the Lease  Agreement.  SSB shall
pay the  Landlord  $360,000  per year or monthly  installments  of  $30,000.  In
addition to the monthly installments, SSB paid a security deposit of $60,000.

Concurrently  with the signing of the Lease Agreement,  the Landlord granted SSB
an  irrevocable  option  to  purchase  all of the  Landlord's  right,  title and
interest in and to the property,  plant and assets, as set forth in that certain
option agreement,  dated August 12, 2011, by and among the Landlord and SSB (the
"Option Agreement").  In consideration for the grant of the option, SSB paid the
Landlord  $275,000 in cash (the "Option  Payment").  The  exercise  price of the
option is $3,607,000 less the Option Payment,  any payments made pursuant to the
Lease Agreement and any profit participation payments made pursuant to the terms
of the Option  Agreement.  The option may be exercised at anytime between August
12, 2011 and 5:30 p.m. New York City time on August 11, 2012.

This summary of the Lease Agreement and the Option Agreement does not purport to
be complete  and is subject to, and  qualified in its entirety by, the full text
of the Lease  Agreement  and the Option  Agreement  filed as  Exhibits  10.1 and
Exhibit 10.2 hereto, respectively, and are incorporated by reference herein.

                                       24
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

                                  AMINCOR, INC.

Amincor,  Inc. was incorporated under the laws of the state of Nevada on October
8, 1997 under the name GSE Group,  Inc. GSE Group, Inc. was originally formed to
provide consulting services for reverse mergers to public shell corporations and
private companies  seeking to gain access to the public markets.  On October 20,
1997,  GSE Group,  Inc.  changed its name to Global Stock  Exchange Corp. and on
April 28, 2000,  Global  Stock  Exchange  Corp.  changed its name to Joning Corp
("Joning").  In July 2000,  Joning ceased its business  activities.  On March 8,
2002,  Joning filed a Registration  Statement on Form 10-SB under the Securities
Exchange Act of 1934 (the "Exchange Act") as a shell company with the purpose of
finding a suitable  company  for a reverse  merger  transaction.  On February 2,
2010, Joning changed its name to Amincor, Inc.

Amincor is a holding  company  operating  through  various  subsidiaries  in two
operating divisions. The Environmental Services and Industrial Services Division
is comprised of Tyree  Holdings  Corp.  and Masonry  Supply  Holding  Corp.  The
Consumer Products Division is comprised of Baker's Pride, Inc., Tulare Holdings,
Inc. and Epic Sports International,  Inc. Amincor Contract Administrators,  Inc.
and Amincor Other Assets, Inc. are subsidiaries with minimal operations.

As of June 30, 2011, Amincor owns the following operating entities:

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

BPI

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

EQS

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

ESI

ESI is the worldwide  licensee for the Volkl and Boris Becker Tennis brands and,
in November  2010,  became the exclusive  sales  representative  for Samsung C&T
America,  Inc.'s  ("Samsung")  purchases of Volkl and Boris Becker & Co.  tennis

                                       25
<PAGE>
products.  Under the  agreement  with Samsung C&T America,  Inc.  (the  "Samsung
Agreement"), ESI's primary focus has become designing and marketing these tennis
branded products.

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

MASONRY

Masonry manufactured concrete,  lightweight,  and split face manufacturing block
for the  construction  industry,  supplies  a wide  array of other  masonry  and
building  products,  and  operates a retail home center,  which sells  hardware,
masonry  materials  and  other  building  supplies  to  contractors  and  retail
customers.  As of June 30,  2011,  as discussed  in more detail  below,  Amincor
management  made the decision to  discontinue  the  operations of Masonry due to
lack of profitability.

TULARE HOLDINGS

Tulare prepared frozen  vegetables  (primarily  spinach) from produce  purchased
from growers which are sold to the food service  industry under a private label.
As of June 30, 2011, as discussed in more detail below,  Amincor management made
the  decision  to   discontinue   the  operations  of  Tulare  due  to  lack  of
profitability.

TYREE

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

                                  AMINCOR, INC.

LIQUIDITY AND CAPITAL RESOURCES

Amincor  continues to seek new capital in the form of equity and debt to support
the operations of its  subsidiaries.  Management  believes that until there is a
market for  Amincor's  securities,  raising  additional  capital  will  remain a
challenge.  Management  is engaged in several  projects to raise capital at this
time.  Reducing  the  impact  of  negative  cash  flows  associated  with  under
performing assets such as those of Masonry and Tulare may have a positive impact
on the consolidating operations of the remaining operating subsidiaries and as a
result  increase the  attractiveness  of Amincor as an  investment  opportunity.
Management  continues  to work  with  Baker's  Pride's  management  towards  the
completion of a USDA loan through an Iowa based financial institution which will
increase products offered to the market and increase cash flow once implemented.
Management  continues to work with Tyree's management to further reduce overhead
expenditures  so it can  better  manage  its  accounts  payable  and  serve  its
customers better.

                                       26
<PAGE>
DISCONTINUED OPERATIONS

On June 30, 2011,  management  adopted a plan to  discontinue  the operations of
Masonry Supply Holding Corp. and Tulare Holdings, Inc.

Our decision to  discontinue  the  operations  of Masonry was based upon several
factors,  including  (but not  limited  to) a  continued  decline  in demand for
construction materials as a result of the recession alongside diminishing market
share as a result  of  competitors  who were  better  positioned  to sell  their
products  below  Masonry's  costs and  maintain  a larger  portion of the market
share. After an analysis of trends from January through May of 2011,  management
determined that for every additional  dollar invested,  Masonry was only able to
generate less than a dollar's  worth of sales.  The growth  strategy for Masonry
was to  acquire  additional  market  share  by  supplying  large  quantities  of
manufactured  block and masonry  supplies  to dealers in  addition to  Masonry's
current   customer  base.   However,   management   believed  that  the  capital
expenditures  necessary  to follow the  aforementioned  strategy did not carry a
significantly  high enough  return on  investment,  and the funds  necessary  to
complete the capital expenditure projects were not readily available. Management
intends to sell the assets of Masonry and settle its existing  accounts payable,
but does not believe there will be any  significant  excess cash  resulting from
the liquidation that could be used for other purposes.

Tulare has faced  declining  gross margins as a result of increased raw material
costs  combined  with  having to lower  selling  prices  to remain  competitive.
Tulare's  management  believes that competitors are prepared to make significant
capital expenditures to invest in new facilities to regain lost customers in the
food service  distribution  channel due to deferred  maintenance  costs.  Tulare
shared the same issues with respect to its plant and equipment deterioration and
required  similar  capital  expenditures  to continue  to compete  competitively
within its industry.  The  combination  of Tulare's  aging plant and  equipment,
higher raw product costs and the inability pass on higher raw product costs onto
its customers  lead to negative cash flow.  Management  believes that the trends
seen with  respect  to  Tulare  are  irreversible  without  significant  capital
expenditures,  and thus decided to cease operations. The lack of availability of
funds to provide capital  expenditure to modernize Tulare's  production facility
was a major  factor in  management's  decision to cease  operations.  Management
intends  to sell all the  assets  of Tulare  Frozen  Foods,  LLC to  settle  its
existing  accounts  payable  and  apply  any  excess  funds  generated  from the
liquidation of the assets to the other operations within Amincor.

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

RESULTS FROM OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2011 and 2010

NET REVENUE

Net revenue for the six month  period  ended June 30, 2011  totaled  $30,773,613
compared to net revenues of $36,704,691  for the six month period ended June 30,
2010,  a decrease in net revenue of  $5,931,078,  or  approximately  16.2%.  The

                                       27
<PAGE>
primary  reason for the  decrease in net  revenues is related to Tyree and Epic.
Tyree and Epic's net revenues  decreased by over $6 million,  but the difference
was  partially  offset by an increase in net revenues for Baker's  Pride and the
addition  of EQS's net  revenues  for the six  months  ended  June 30,  2011.  A
breakout of net revenue by  subsidiary  company can be found on the footnotes to
the financial statements as filed with this Form 10-Q.

COST OF REVENUE

Cost of revenue for the six month period ended June 30, 2011 totaled $22,635,865
or approximately  73.6% of net revenues compared to $27,071,197 or approximately
73.8% of net revenues  for the six month  period  ended June 30,  2010.  Cost of
revenue was relatively unchanged as a percentage of net revenues between the six
month period ended June 30, 2011 and June 30, 2010. A detailed  analysis of each
subsidiary  company's  individual  cost of  revenue  can be found  within  their
respective management's discussions and analysis sections of this Form 10-Q.

OPERATING EXPENSES

Operating  expenses  for the six  month  period  ended  June  30,  2011  totaled
$10,983,080 compared to $9,142,902 for the six month period ended June 30, 2010,
an increase in operating  expenses of $1,840,178,  or  approximately  20.1%. The
primary  reason for the increase in  operating  expenses is related to Amincor's
corporate  headquarters which has been included in the six months ended June 30,
2011 results but was not included in the six months ended June 30, 2010 as there
were no material  operations  within  Amincor  during the period  ended June 30,
2010.

(LOSS) INCOME FROM OPERATIONS

Loss from  operations  for the six month  period  ended  June 30,  2011  totaled
($2,845,332) compared to an income from operations of $490,592 for the six month
period ended June 30, 2010, an increase in loss from  operations of  $3,335,924.
The primary  reason for the increase in loss from  operations  is related to the
decreases  in net revenues  and the  increases  in  operating  expenses as noted
above.

OTHER EXPENSES (INCOME)

Other  expenses  (income)  for the six month  period ended June 30, 2011 totaled
$213,882  compared to $742,790  for the six month  period ended June 30, 2010, a
decrease in other  expenses of $528,908,  or  approximately  71.2%.  The primary
reason  for the  decrease  in other  expenses  is related  to  interest  expense
eliminated in consolidation (amounts due to Amincor, Inc.) in the preparation of
the 2011  financial  statements  that were not able to be eliminated in the 2010
financial statements (amounts were due to related parties).

NET LOSS FROM CONTINUING OPERATIONS

Net loss from continuing  operations totaled $3,059,214 for the six month period
ended June 30, 2011 compared to $372,198 for the six month period ended June 30,
2010,  an increase in net loss from  continuing  operations  of  $2,687,016,  or
approximately  721.9%.  The  primary  reason for the  increase  in net loss from
continuing  operations  is  related  to  the  increases  in  operating  expenses
alongside the decreases in net revenues as mentioned above.

                                       28
<PAGE>
NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from  discontinued  operations  totaled  $4,719,926  for the six months
ended June 30, 2011  compared to  $1,890,445  for the six months  ended June 30,
2010, an increase in net loss of $2,829,481,  or approximately  149.8%.  The net
loss from  discontinued  operations  related to Masonry Supply Holding Corp. was
$3,349,547 for the six months ended June 30, 2011 compared to $1,380,231 for the
six months  ended June 30,  2010,  an  increase  in net loss of  $1,872,861,  or
approximately  135.7%.  The  primary  reason  for the  increase  in net loss was
related to asset write- downs  associated with the  discontinuation  of Masonry,
including a write off of its  intangible  assets,  a write-down  of its property
plant,  and  equipment  to its expected net  realizable  value,  a write down of
inventory to its expected net realizable value and an increase in the reserve on
Masonry's  existing  accounts   receivable.   The  net  loss  from  discontinued
operations related to Tulare Frozen Foods, LLC was $1,466,834 for the six months
ended June 30, 2011  compared to a net loss of $510,214 for the six months ended
June 30, 2010, an increase in net loss of $956,620, or approximately 187.5%. The
primary  reason for the  increase in net loss was related to the  operations  of
Tulare  Frozen Foods,  LLC and the  inability of the company to increase  prices
related to rising raw material costs.

NET LOSS

Net loss  totaled  $7,779,140  for the six  month  period  ended  June 30,  2011
compared to $2,262,643 for the six month period ended June 30, 2010, an increase
in net loss of $5,516,497,  or approximately  243.8%. The primary reason for the
increase in net loss is related to the increases in operating expenses alongside
the decreases in net revenues as mentioned  above.  In addition,  the additional
losses  incurred due to the write offs on the  discontinued  operations  further
contributed to the decrease in net loss between the two periods.

RESULTS FROM OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2011 and 2010

NET REVENUES

Net revenue for the three month period  ended June 30, 2011 totaled  $16,108,368
compared  to  $18,878,645  for the three month  period  ended June 30,  2010,  a
decrease in net revenues of  $2,270,277,  or  approximately  14.7%.  The primary
reason for the decrease in net revenues is related to Tyree and Epic.  Tyree and
Epic's  net  revenues  decreased  by over $4  million,  but the  difference  was
partially  offset by an  increase  in net  revenues  for  Baker's  Pride and the
addition of EQS's net  revenues  for the three  months  ended June 30,  2011.  A
breakout of net revenue by  subsidiary  company can be found on the footnotes to
the financial statements as filed with this Form 10-Q.

COST OF REVENUES

Cost of  revenues  for the  three  month  period  ended  June 30,  2011  totaled
$11,804,357,  or approximately  73.3% of net revenues compared to $14,476,237 or
approximately  76.7% of net  revenues  for the three month period ended June 30,
2010.  A detailed  analysis  of each  subsidiary  company's  individual  cost of
revenue  can be found  within  their  respective  management's  discussions  and
analysis sections of this Form 10-Q.

                                       29
<PAGE>
OPERATING EXPENSES

Operating  expenses  for the three  month  period  ended June 30,  2011  totaled
$5,273,032  compared to  $4,725,791  for the three month  period  ended June 30,
2010, an increase in operating expenses of $547,241, or approximately 11.6%. The
primary  reason for the increase in  operating  expenses is related to Amincor's
corporate  headquarters which has been included in the six months ended June 30,
2011 figures but was not included in the six months ended June 30, 2010 as there
were no material operations within Amincor as of June 30, 2010.

LOSS FROM OPERATIONS

Loss from  operations  for the three month  period  ended June 30, 2011  totaled
$969,021 compared to $323,383 for the three month period ended June 30, 2010, an
increase in loss from  operations  of $645,638,  or  approximately  199.7%.  The
primary  reason for the  increase  in loss from  operations  are  related to the
decreases in net revenue and the increases in operating expenses as noted above.

OTHER EXPENSES (INCOME)

Other  expenses for the three month  period ended June 30, 2011 totaled  $48,898
compared to $465,781  for the three month period ended June 30, 2010, a decrease
in other expenses of $416,883,  or  approximately  89.5%. The primary reason for
the  decrease in other  expenses is related to interest  expense  eliminated  in
consolidation  (amounts  due to Amincor,  Inc.) in the  preparation  of the 2011
financial  statements  that were not able to be eliminated in the 2010 financial
statements (amounts were due to related parties).

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  for the three month period ended June 30,
2011  totaled  $1,107,919  compared to $909,164 for the three month period ended
June 30, 2010, an increase in loss from operations of $108,755, or approximately
12.0%. The primary reason for the increase in loss from operations is related to
the decrease in net revenues  alongside the increase in operating expenses being
partially  offset by the  decreases in other  expenses in the three months ended
June 30, 2011 when compared to the three months ended June 30, 2010.

NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from discontinued  operations  totaled  $3,797,134 for the three months
ended June 30,  2011  compared to a net loss of  $504,942  for the three  months
ended June 30, 2011,  an increase in net loss of  $3,292,192,  or  approximately
652.0%.  The net loss from  discontinued  operations  related to Masonry  Supply
Holding  Corp.  was  $2,785,100  for the three month  period ended June 30, 2011
compared to a net loss of $310,834  for the three  month  period  ended June 30,
2010,  an increase  in net loss of  $2,474,266,  or  approximately  796.0%.  The
primary  reason for the  increase  in net loss was  related to asset write downs
associated with the  discontinuation  of Masonry,  including a write- off of its
intangible  assets,  a write down on its  property,  plant and  equipment to its
expected net  realizable  value,  a write-down  of inventory to its expected net
realizable value and an increase in the reserve on Masonry's  existing  accounts
receivable.  The net loss from discontinued  operations related to Tulare Frozen
Foods, LLC was $1,012,034 for the three months ended June 30, 2011 compared to a
net loss of $194,108 for the three  months  ended June 30, 2010,  an increase in

                                       30
<PAGE>
net loss of  $817,926,  or  approximately  421.4%.  The  primary  reason for the
increase in net loss was related to the  operations of Tulare Frozen Foods,  LLC
and the  inability  of the  company  to  increase  prices  related to rising raw
material costs.

NET LOSS

Net loss for the three  month  period  ended June 30,  2011  totaled  $4,815,053
compared  to  $1,414,106  for the three month  period  ended June 30,  2010,  an
increase in net loss of $3,518,866,  or approximately 272.0%. The primary reason
for the increase in net loss is related to the  increases in operating  expenses
alongside the  decreases in net revenues as mentioned  above.  In addition,  the
additional losses incurred due to the write offs on the discontinued  operations
further contributed to the decrease in net loss between the two periods.

                               BAKER'S PRIDE, INC.

SEASONALITY

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

RESULTS FROM OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net revenue for the six month  period  ended June 30,  2011  totaled  $7,260,647
compared to $6,599,629 for the six month period ended June 30, 2010, an increase
of $661,018, or approximately 10.0%. All revenue was generated by Bakers Pride's
Jefferson Street Bakery,  Inc. as the company's Mt. Pleasant Street Bakery, Inc.
is awaiting funds to complete start-up of donut, brownie and cookie production.

Bakers Pride's bread category sales for the six month period ended June 30, 2011
totaled  $6,682,801  compared  to  $6,086,243,   an  increase  of  $596,558,  or
approximately  9.8%.  The increase was due to increase in units produced as well
as increase in wholesale  prices.  The  negotiated  increase of BPI's  wholesale
prices  occurred  in late March  2011;  as an offset to higher  input costs that
occurred in the fourth quarter 2010 and first quarter 2011. Bakers Pride's donut
category for the six month period ended June 30, 2011 totaled $577,846  compared
to $513,386 for the six month period ended June 30, 2010 an increase of $64,460,
or approximately 12.6%.

COST OF REVENUE

Cost of revenue for the six month period ended June 30, 2011 totaled $5,077,367,
or approximately 69.9% of net revenue,  compared to $4,450,317, or approximately
67.4% of net  revenue  for the six month  period  ended June 30,  2010.  Cost of
revenue was affected by broad based  inflation  related  expenses such as energy
costs, vehicle expenses and operating supplies.  Repairs and Maintenance expense
increased due to upgrades to BPI's Jefferson Street facility.

                                       31
<PAGE>
OPERATING EXPENSE

Operating  expense  for the  six  month  period  ended  June  30,  2011  totaled
$2,211,966  compared to $1,941,959  for six month period ended June 30, 2010; an
increase of $270,007, or approximately 13.9%. Operating expenses as a percentage
of sales  are  expected  to  decrease  with the  start up of the  company's  Mt.
Pleasant  Street  facility and as other  business  development  projects come on
line.

INCOME (LOSS) FROM OPERATIONS

Loss from  operations  for the six month  period  ended  June 30,  2011  totaled
($28,686), or approximately 0.4 % of net revenue, compared to income of $207,352
or 3.1% of net  revenue  for the six month  period  ended  June 30,  2010.  This
decrease in income from operations for the six month period ending June 30, 2011
was due  primarily  to higher  input costs in the first  quarter of 2011 and the
inability  to improve  wholesale  pricing  until late March 2011.  In the second
quarter of 2011, average wholesale pricing increased adequately to offset higher
input costs.  Loss from operations for the six month period ending June 30, 2011
was 0.4% as a  percentage  of net  revenues  compared to a loss of 2.0 % for the
three month period ending March 31, 2011.

OTHER EXPENSE (INCOME)

Other  expense for the six month  period  ended June 30, 2011  totaled  $129,894
compared to other  expense of $393,924  for the six month  period ended June 30,
2010,  a decrease of $264,031,  or  approximately  67.0%.  The decrease in other
expense is primarily due to an unusual charge of $148,495 related to flash flood
that  occurred in May 2010 and a continuing  reduction in interest  expense as a
result of  renegotiated  interest rate on the company's loans due to its parent.
Other  income for the six month period  ending June 30, 2011  totaled  ($26,859)
compared to other income of ($33,964)  for the six month period  ending June 30,
2011, a decrease of $7,105, or approximately 20.9%. The decrease in other income
was primarily due a non recurring payment of $11,753 during the six month period
ending June 30, 2010.

NET LOSS

Net  loss for the six  month  period  ending  June 30,  2011  totaled  $158,579,
compared to net loss of $186,572 for the six month period ending June 30, 2010 a
decrease in net loss of $27,992,  or approximately  15.0%.  This decrease in net
income was primarily due to higher cost of goods and  improvement  in facilities
with delayed wholesale pricing increases to offset higher cost of goods.

RESULTS FROM OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net revenue for the three month period  ended June 30, 2011  totaled  $3,754,152
compared  to  $3,131,725  for the three month  period  ended June 30,  2010,  an
increase of $622,426,  or approximately  19.9 %. The increase in net revenue was
primarily  the result of  increase in unit sales of 12.0% as well as increase to
the average  wholesale prices of approximately 7%. The 12% increase in the three
month period  ending June 30, 2011 as compared to the three month period  ending
June 30, 2010 was due to the loss of production in May 2010 due to a flash flood

                                       32
<PAGE>
that  resulted in 5 days of lost sales.  All  revenue  was  generated  by Bakers
Pride's  Jefferson  Street  Bakery,  Inc. as the company's Mt.  Pleasant  Street
Bakery,  Inc. is  awaiting  funds to complete  start-up of donut,  brownies  and
cookie production.

Bakers  Pride's bread  category  sales for the three month period ended June 30,
2011 totaled $3,446,637  compared to $2,888,259 for the three month period ended
June 30, 2010, an increase of $558,378,  or approximately  19.3%. Bakers Pride's
donut  category  sales for the three month  period  ended June 30, 2011  totaled
$307,515, compared to $243,466 for the three month period ended June 30, 2010 an
increase of $64,049, or approximately  26.3%.  Increases in both categories were
attributed  to loss of  production  and  corresponding  sales  in May  2010  and
increased  wholesale  prices when compared to the three month period ending June
30, 2010.

COST OF REVENUE

Cost of  revenue  for the  three  month  period  ended  June  30,  2011  totaled
$2,601,549,  or approximately 69.3% of net revenue,  compared to $2,201,497,  or
approximately  70.3% of net revenue for the three  month  period  ended June 30,
2010.  The increase in the cost of revenue  dollars was  primarily the result of
Bakers Pride's direct materials costs (ingredients and packaging)  increasing as
well as incremental costs related to producing additional units. Cost of revenue
also increased due to inflation in energy related expenses.

OPERATING EXPENSE

Operating  expenses  for the three  month  period  ended June 30,  2011  totaled
$1,109,891  compared to $886,417 for three month period ended June 30, 2010,  an
increase of $223,473,  or approximately 25.2%. The increase in operating expense
was  primarily due to  additional  production  days in comparison to prior year,
increase in  professional  expenses  and other  business  building  initiatives.
Operating  expenses as a percentage  of sales are expected to decrease  with the
start up of the company's Mt.  Pleasant  Street  facility and as other  business
development projects come on line.

INCOME FROM OPERATIONS

Income from  operations  for the three month  period ended June 30, 2011 totaled
$42,712, or approximately 1.1 % of net revenue, compared to income of $ $43,811,
or  approximately  1.4% of net revenue for the three month period ended June 30,
2010.  This  decrease in net income from  operations  for the three month period
ending June 30, 2011 compared to the three month period ending June 30, 2010 was
due primarily to higher operating expenses.

OTHER EXPENSE (INCOME)

Other  expense for the three month period  ending June 30, 2011 totaled  $71,156
compared to other  expense of $268,706  for the period  ending June 30,  2010, a
decrease of $ 197,550, or approximately 73.5%. The decrease in other expense was
primarily  due to difference in insurance  payments  versus actual  payments for
expenses  related to flash flood in May 2010.  Other  income for the three month
period  ending  June 30, 2011  totaled  ($12,436),  compared to other  income of
($16,867) for the three month period ending June 30, 2010, a decrease of $4,431,
or  approximately  26.3%.  The  decrease  to other  income was  primarily  due a
reduction in rental income.

                                       33
<PAGE>
NET LOSS

Net loss for the  three  month  period  ending  June 30,  2011  totaled  $28,444
compared to net loss of
$224,894  for the three month period ended June 30, 2010, a decrease in net loss
of $196,451,  or approximately 73.5%. The decrease in net loss was a primarily a
result of increased revenue,  as well as an increase in gross profit as outlined
above

                         EPIC SPORTS INTERNATIONAL, INC.

Note:  The  three  and six  months  ended  June 30,  2010's  performance  varied
significantly  when compared to the three and six months ended June 30, 2011 due
to the signing of the Samsung C&T  Strategic  Alliance  Agreement on October 26,
2010. As a result,  Epic's  revenue  stream  significantly  decreased  after the
signing of the agreement.  Epic now only recognizes  revenue through  commission
income paid from Samsung and does not incur physical product expenses related to
cost of goods sold.

RESULTS FROM OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net  revenue  for the six month  period  ended June 30,  2011  totaled  $939,530
compared to $2,432,926  for the six month period ended June 30, 2010, a decrease
of $1,493,396, or approximately 61.4%. At the Samsung level, gross sales totaled
$2,774,720  for the six month period ended June 30, 2011  compared to $2,432,926
for the six month  period  ended June 30,  2010,  an  increase of  $341,794,  or
approximately 14.0%. The primary reason for this increase in gross sales was due
to the  launch of its new  "Organix"  product  line and the  increased  consumer
demand for this  product  during the six month  period  ended June 30, 2011 when
compared to the six month period ended June 30, 2010.

COST OF REVENUE

Cost of revenue for the six month period ended June 30, 2011 totaled $0 compared
to $1,480,151,  or approximately  60.8% of net revenues for the six month period
ended June 30, 2010, a decrease of  $1,480,151.  The reason for the  significant
decrease in cost of revenue is related to the agreement  with Samsung  signed in
October 2010.

OPERATING EXPENSES

Operating  expenses  for the six  month  period  ended  June  30,  2011  totaled
$915,971,   or  approximately   97.5%  of  sales  compared  to  $1,593,310,   or
approximately  65.5% of sales for the six month  period  ended June 30,  2010, a
decrease of $677,518, or approximately 42.5%. The decrease in operating expenses
for the six month period ended June 30, 2011 was  primarily due to an initiative
to control spending;  more specifically with emphasis on expenditures related to
marketing and promotion, a reduction in staff and on third party consulting.

                                       34
<PAGE>
INCOME (LOSS) FROM OPERATIONS

Income from  operations  for the six month  period  ended June 30, 2011  totaled
$23,739,  or  approximately  2.5%  of  net  revenues  compared  to a  loss  from
operations  of  ($640,535) or 26.3% of sales for the six month period ended June
30, 2010, an increase in income from operations of $664,274.  The primary reason
for this  increase is related to the  agreement  with Samsung  signed in October
2010 alongside management initiatives to reduce operating expenses.

INTEREST EXPENSE

Interest  expense for the six month period  ended June 30, 2011  totaled  $5,269
compared to $68,728 for the six month  period ended June 30, 2011, a decrease of
$63,459, or approximately 92.3%. The decrease in interest expense was attributed
to a lower  carrying  balance on Epic's  purchase order  financing  agreement in
addition to a reduction in the interest  rate on the  purchase  order  financing
agreement from 16% to 8.32% per annum.  Further  reductions in interest  expense
are  attributable  to a  reduction  in  factor  fees due to  Samsung  collecting
receivables on behalf of ESI.

NET INCOME (LOSS)

Net income for the six month  period  ended June 30, 2011  totaled  $18,470,  or
approximately  2.0% of net revenues compared to a net loss of ($709,263) for the
six month period ended June 30, 2010, or approximately 29.2% of net revenues, an
increase in net income of $727,733.  The increase in net income is primarily the
result of the new financing  received from Samsung along with the signing of the
aforementioned agreement in October 2010, and the previously mentioned operating
expense reductions.

RESULTS FROM OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net revenue  for the three month  period  ended June 30, 2011  totaled  $412,188
compared  to  $1,037,833  for the three  month  period  ended June 30,  2010,  a
decrease of $625,646,  or approximately 60.3%. At the Samsung level, gross sales
totaled  $1,268,678  for the three month period ended June 30, 2011  compared to
$1,037,833  for the three  month  period  ended June 30,  2010,  an  increase of
$230,845,  or approximately 22.2%. The primary reason for this increase in gross
sales was due to the launch of its new "Organix"  product line and the increased
consumer  demand for this  product  during the three month period ended June 30,
2011 when compared to the three month period ended June 30, 2010.

COST OF REVENUE

Cost of  revenue  for the three  month  period  ended June 30,  2011  totaled $0
compared to $616,038,  or approximately 59.4% of net revenue for the three month
period  ended  June 30,  2010,  a  decrease  of  $616,013.  The  reason  for the
significant decrease in cost of revenue is related to the agreement with Samsung
signed in October 2010.

                                       35
<PAGE>
OPERATING EXPENSES

Operating  expenses  for the three  month  period  ended June 30,  2011  totaled
$333,985,  or  approximately  81.0% of net  revenues  compared to  $908,992,  or
approximately  87.6% of net  revenues  for the three month period ended June 30,
2010, a decrease of $575,007,  or approximately 63.3%. The decrease in operating
expenses for the three month period ended June 30, 2011 was  primarily due to an
initiative to control spending;  more specifically with emphasis on expenditures
related  to  marketing  and  promotion,  reduction  in staff,  and  third  party
consulting.

INCOME (LOSS) FROM OPERATIONS

Income from  operations  for the three month  period ended June 30, 2011 totaled
$78,203,  or  approximately  19.0%  of net  revenues  compared  to a  loss  from
operations of ($487,197),  or approximately  46.9% of net revenues for the three
month  period  ended June 30,  2010,  an increase in income from  operations  of
$565,400.  The increase in income from  operations was primarily  related to the
aforementioned initiatives to control spending in addition to the agreement with
Samsung signed in October 2010.

INTEREST EXPENSE

Interest  expense for the three month  period  ended June 30, 2011  totaled $174
compared to $19,767 for the three month  period  ended June 30, 2010, a decrease
of $19,593 or 99.1%.  The decrease in interest expense was attributed to a lower
carrying  balance on Epic's purchase order financing  agreement in addition to a
reduction in the interest rate on the purchase  order  financing  agreement from
16% to 8.32% per annum.  Further reductions in interest expense are attributable
to a reduction in factor fees due to Samsung collecting receivables on behalf of
Epic.

NET INCOME (LOSS)

Net income for the three month period ended June 30, 2011  totaled  $78,029,  or
approximately  18.9% of net revenue,  compared to a net loss of  $(506,964),  or
approximately  48.8% of net revenue for the three  month  period  ended June 30,
2010,  an  increase  in net income of  $584,993.  The  increase in net income is
primarily the result of the new  financing  received from Samsung along with the
signing of the aforementioned agreement in October 2010.

                              TYREE HOLDINGS CORP.

SEASONALITY

Historically,  Tyree's revenues tend to be lower during the first quarter of the
year as Tyree's  customers  complete  their  planning for the upcoming  year. In
2011, another contributing factor to lower first quarter revenues was the severe
weather  experienced  in the  Northeast,  Tyree's  primary  market  area,  which
prohibited some work from being performed.  Approximately 30% of Tyree's revenue
comes from new capital  investments of its customers.  This spending is cyclical
and tends to mirror the  condition of the  economy.  During  normal  conditions,
Tyree will need to draw from its  borrowing  base early in the year and then pay

                                       36
<PAGE>
down the borrowing  base as the year  progresses  and it is able to earn income.
The highest  revenue  generation  occurs from late in the second quarter through
the third quarter.

AMOUNT DUE FROM FACTOR AND INVENTORY

Tyree  maintains  a  $15,000,000  revolving  credit  agreement  with its parent,
Amincor, Inc. which expires on January 17, 2013. Borrowings under this agreement
are  limited to 70% of  eligible  accounts  receivable  and the lesser of 50% of
eligible inventory or $4,000,000.  The balances outstanding under this agreement
were  $5,092,618  and  $4,154,058  as of June 30,  2011 and 2010,  respectively.
Borrowings  under this  agreement  are  collateralized  by a first lien security
interest  in all  tangible  and  intangible  assets  owned by  Tyree.  Tyree had
approximately  $9,907,382 and  $10,845,942  of unused  amounts  available on the
revolving credit agreement at June 30, 2011 and 2010,  respectively,  subject to
borrowing base  limitations.  The annual  interest rate charged on this loan was
approximately 5% for the six months ended June 30, 2011 and 2010, respectively.

LIQUIDITY

Management is currently seeking a new asset based lender that will provide a new
credit  facility to support the growth of Tyree.  Recent activity in this search
has been encouraging.  Although  Management is confident that it will succeed in
negotiating a new credit  facility for Tyree,  there are no  assurances  that it
will be successful.  Management  believes they have sufficient access to working
capital to sustain operations through June 30, 2012.

EXISTING CREDIT FACILITIES

Tyree's  current  revolving  credit  facility  has an  available  credit line of
$2,163,000.  During 2010,  Tyree reduced the total amount due on the facility by
$1,449,000,  however the eligible  collateral also was reduced by  approximately
the same  amount.  The existing  credit  facility is  sufficient  to support the
existing business volume of Tyree, but growth will be difficult until either new
working  capital is earned through  retained  earnings or new equity is invested
into Tyree to facilitate organic and acquisition based growth.

RESULTS FROM OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net revenue for the six months ended June 30, 2011 totaled $22,055,774  compared
to $27,672,136 for the six months ended June 30, 2010, a decrease of $5,616,362,
or  approximately  20.3%.  The decrease is due to the  extremely  harsh  weather
endured  by the  Northeast  region  of the US  during  the  first  quarter,  the
continued  sluggish  US  economy  and the affect of higher oil prices on Tyree's
major  customers.  To preserve  cash,  Tyree  slowed  payments to vendors.  This
further  reduced  revenues  especially  on time and  materials  billings for the
Construction and Environmental  business units.  Below is an analysis of revenue
by business unit for the six months ending June 30, 2011 and June 30, 2010.

                                       37
<PAGE>
REVENUES

                                                   2011                2010
                                               ------------        ------------
Service and Construction                       $ 15,192,921        $ 18,255,243
Environmental, Compliance and  Engineering        6,610,044           9,008,566
Manufacturing / International                       252,809             408,327
                                               ------------        ------------
Total                                          $ 22,055,774        $ 27,672,136
                                               ============        ============

COST OF REVENUE

Cost of revenue for the six months ended June 30, 2011 totaled  $17,132,775,  or
approximately  77.7% of net  revenue  compared to  $21,140,728,  or 76.4% of net
revenue for the six months  ended June 30, 2010,  a decrease of  $4,007,953,  or
approximately  19.0%.  The decrease in cost of revenue  reflects the decrease in
revenue  discussed in the revenue  section above,  plus  continued  success with
Tyree's efforts at improving margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and administrative  expenses for the six months ended June 30,
2011  totaled  $5,310,945,  or  approximately  24.1% of net revenue  compared to
$5,607,633,  or approximately 20.3% of net revenue for the six months ended June
30,  2010,  a decrease of  $296,687,  or  approximately  5.3%.  The  decrease in
selling,  general and administrative  costs during the six months ended June 30,
2011 was due to cost reductions related to personnel layoffs at the end of first
quarter.  Management  expects the costs to remain at this reduced  level for the
balance of the year.

INCOME (LOSS) FROM OPERATIONS

The  loss  from  operations  for the six  months  ended  June 30,  2011  totaled
($387,946),  or approximately (1.4%) of net revenue, compared to the profit from
operations of $923,775,  or approximately 3.3% of net revenue for the six months
ended June 30, 2010, a decrease in profit from operations of  ($1,311,721).  The
decrease in profit from  operations  was primarily due to the revenue  shortfall
noted above,  even though profit  margins for the second  quarter  increased and
selling, general and administrative expenses were reduced.

INTEREST EXPENSE

Interest  expense for the six months  ended June 30, 2011 totaled  $945,534,  or
approximately 3.4% of net revenue compared to $288,166, or approximately 1.0% of
net revenue for the six months ended June 30, 2010, an increase of $657,368,  or
approximately  228.1%.  The increase in interest  expense  during the six months
ended June 30, 2011 was  primarily  due to an increase  in  borrowings  from the
credit facilities early in the period noted above.

                                       38
<PAGE>
OTHER INCOME

Other income for the six months ended June 30, 2011 totaled $13,254  compared to
other income of $8,029 for the six months  ended June 30,  2010,  an increase in
other income of $5,225,  or approximately  65.1%.  This income mainly comes from
the sale of obsolete equipment and scrap materials.

NET INCOME (LOSS)

Net loss for the six months ended June 30, 2011 totaled ($1,320,226) compared to
a net income of $643,638  for the six months  ended June 30, 2010, a decrease in
net income of  $1,963,864.  The decrease in net profit was  primarily due to the
factors noted above net of the increase in income taxes of $120,000.

RESULTS FROM OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2011 AND 2010

NET REVENUE

Net  revenue  for the three  months  ended  June 30,  2011  totaled  $11,612,549
compared to $14,709,087  for the three months ended June 30, 2010, a decrease of
$3,096,538,  or  approximately  21.1%.  The  decrease  is  primarily  due to the
continued  sluggish  US  economy  and the affect of higher oil prices on Tyree's
petroleum marketing  customers.  The situation was compounded by a work slowdown
by one of Tyree's major  customers.  To preserve cash,  Tyree slowed payments to
vendors. This further reduced revenues especially on time and materials billings
for the Construction and Environmental  business units.  Below is an analysis of
revenue by business  unit for the three months ending June 30, 2011 and June 30,
2010.

REVENUES

                                                   2011                2010
                                               ------------        ------------
Service and Construction                       $  7,878,382        $  9,799,753
Environmental, Compliance and  Engineering        3,560,151           4,679,479
Manufacturing / International                       174,016             229,855
                                               ------------        ------------
Total                                          $ 11,612,549        $ 14,709,087
                                               ============        ============

COST OF REVENUE

Cost of revenue for the three months ended June 30, 2011 totaled $8,930,106,  or
approximately  76.9% of net  revenue  compared to  $11,658,701,  or 79.3% of net
revenue for the three months ended June 30, 2010, a decrease of  $2,728,595,  or
approximately  23.4%.  The decrease in cost of revenue  reflects the decrease in
revenue  discussed in the revenue  section above,  plus  continued  success with
Tyree's efforts at improving margins.

                                       39
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for the three months ended June 30,
2011  totaled  $2,611,900,  or  approximately  22.5% of net revenue  compared to
$2,930,383,  or  approximately  19.9% of net revenue for the three  months ended
June 30, 2010, a decrease of $318,482,  or approximately  10.9%. The decrease in
selling, general and administrative costs during the three months ended June 30,
2011 was due to cost reductions  related to personnel  layoffs at the end of the
first quarter.  Management expects the costs to remain at this reduced level for
the balance of the year.

INCOME FROM OPERATIONS

Income from operations for the three months ended June 30, 2011 totaled $70,543,
or approximately 0.6% of net revenue,  compared to the income from operations of
$120,003,  or approximately  0.8% of net revenue for the three months ended June
30,  2010, a decrease in income from  operations  of $49,460,  or  approximately
41.2%.  The decrease in income from  operations was primarily due to the revenue
shortfall  noted  above,  even though  profit  margins  increased,  and selling,
general and administrative expenses were reduced.

INTEREST EXPENSE

Interest expense for the three months ended June 30, 2011 totaled  $207,964,  or
approximately 1.8% of net revenue compared to $181,357, or approximately 1.2% of
net revenue for the three months ended June 30, 2010, an increase of $26,607, or
approximately  14.7%.  The increase in interest  expense during the three months
ended June 30,  2011 was  primarily  due to an increase  in  borrowing  from the
credit facilities noted above early in the period.

OTHER INCOME

Other income for the three months ended June 30, 2011 totaled $5,665 compared to
other income of $4,049 for the three months ended June 30, 2010,  an increase in
other income of $1,616,  or approximately  39.9%.  This income mainly comes from
the sale of obsolete equipment and scrap materials.

NET INCOME (LOSS)

Net loss for the three months ended June 30, 2011 totaled ($131,756) compared to
a net loss of ($177,305) for the three months ended June 30, 2010, a decrease in
net loss of  $45,549,  or  approximately  25.7%.  The  decrease  in net loss was
primarily  due to the factors noted above net of the increase in income taxes of
$120,000.

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<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
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,

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<PAGE>
     *    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 June 30, 2011.  Management  understands that in making
this  assessment,  it should  use the  criteria  set forth by the  Committee  of
Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in its  Internal
Control-Integrated  Framework.  Although an assessment  using those criteria has
not been performed,  our management believes that the Company's internal control
over financial reporting was not effective at June 30, 2011.

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

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

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

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

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

     *    Implementing an internal disclosure policy to govern the disclosure of
          material,  non-public information in a manner designed to provide full
          and fair disclosure of information about the Company.  This disclosure
          policy is intended  to ensure that  management  and  employees  of the
          Company and its subsidiaries comply with applicable laws including the

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<PAGE>
          U.S,  Securities  Exchange  Commission  ("SEC") Fair Disclosure  Rules
          (Regulation   FD)  governing   disclosure   of  material,   non-public
          information to the public.

     *    Strengthening  the effectiveness of corporate  governance  through the
          implementation  of  standard  policies  and  procedures  and  training
          employees.

     *    Establishing an audit committee of the Board.

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

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

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

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.

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<PAGE>
ITEM 1A. RISK FACTORS.

                  RISK FACTORS RELATING TO AMINCOR'S SECURITIES

OUR STATUS AS A PUBLIC REPORTING COMPANY MAY BE A COMPETITIVE DISADVANTAGE.

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

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

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

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

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

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

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange   Act"),   impose  sales  practice  and  disclosure
requirements on broker-dealers who make a market in "penny stocks." Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than
securities  registered  on  some  national  securities  exchanges).  Our  shares
currently  are not  traded  on any  stock  exchange  nor are they  quoted on the
Over-the-Counter  Bulletin  Board.  We may in the future seek a market  maker to
apply to have our common stock quoted on the  Over-the-Counter  Bulletin  Board,
but have not done so to date. If we are successful in finding a market maker and
successful in applying for quotation on the Over-the-Counter Bulletin Board, our
stock may be  considered a "penny  stock." In that case,  purchases and sales of
our shares will be generally  facilitated  by  broker-dealers  who act as market
makers for our shares.

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

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

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

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

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

We are  authorized  to issue up to  22,000,000  shares of Class A voting  common
stock and  40,000,000  shares or Class B non-voting  common stock and  3,000,000
shares of Preferred Stock. At present, there are 7,478,409 Class A common shares
and  21,176,262  Class B common shares and 1,752,823  shares of Preferred  Stock
issued and  outstanding.  Our Preferred  Shares are convertible  into 10,752,823
shares of Common Stock. Accordingly, The conversion of our Preferred Stock would
result in dilution to our  current  holders of common  stock and once our common
stock is trading could cause a  significant  decline in the market price for our
common stock.

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

In addition to the "penny stock" rules described above,  the Financial  Industry
Regulatory  Authority,  or  FINRA,  has  adopted  rules  that  require  that  in
recommending an investment to a customer,  a broker-dealer  must have reasonable
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

                                       45
<PAGE>
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 Amincor  parent  company have no obligation to
devote full time to the  business of the  Company.  They are  required to devote
only such time and  attention  to the affairs of the  Company,  as they may deem
appropriate  in their sole  discretion.  It is  anticipated  that they will each
spend  approximately  70% of their time on their  duties  related to Amincor but
they are under no obligation to continue to do so, nor are they restricted by an
agreement  not to  compete  with  the  Company  and  they  may  engage  in other
activities  or ventures  which may result in various  conflicts of interest with
the Company.

             GENERAL RISK FACTORS RELATING TO AMINCOR'S SUBSIDIARIES

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

Amincor currently anticipates that its available capital resources and operating
income  will be  sufficient  to meet the  expected  working  capital and capital
expenditure  requirements of its  subsidiaries  for at least the next 12 months.
However,  there can be no assurance  that such  resources  will be sufficient to
fund the  long-term  growth of the  subsidiaries  businesses.  Amincor may raise
additional  funds through public or private debt or equity  financings.  Amincor
cannot  assure  investors  that any  additional  financing  will be available on
favorable  terms,  or at all. If  adequate  funds are not  available  or are not
available  on  acceptable  terms,  Amincor may not be able to take  advantage of

                                       46
<PAGE>
unanticipated  opportunities,  develop  new  products  or  otherwise  respond to
competitive  pressures,  or may be forced to curtail its  business.  In any such
case, its business, operating results or financial condition would be materially
adversely affected.

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.

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.

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

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

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

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

The  factors  listed  below are  outside  of EQS's  control  and may cause  EQS'
revenues and result of operations to fluctuate significantly, including, but not
limited to: (i) actions taken by regulatory  bodies relating to the verification

                                       48
<PAGE>
and certification of EQS products/services; (ii) the timing and size of customer
purchases;  and (iii) customer and/or distributors  concerns about the stability
of  EQS'  business  which  could  cause  them  to  seek   alternatives   to  EQS
products/services.

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

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

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 FORM
10-K FILED WITH THE UNITED STATES  SECURITIES  AND EXCHANGE  COMMISSION ON APRIL
18, 2011, AND ANY AMENDMENTS THERETO.

ITEM 5. OTHER INFORMATION.

On August 12, 2011,  Baker's Pride,  Inc.,  through its wholly owned subsidiary,
The South Street Bakery,  Inc.("SSB") entered into a lease agreement (the "Lease
Agreement") with Corbi  Properties,  LLC, an Iowa limited  liability company and
Clear Lake Specialty  Products,  Inc., an Iowa  corporation  (collectively,  the
"Landlord").  Pursuant to the Lease Agreement,  SSB is leasing from the Landlord
certain  property and  equipment  located in Clear Lake,  Iowa.  The term of the
Lease  Agreement is one (1) year,  with the right of an  automatic  one (1) year
extension if SSB has complied with the terms of the Lease  Agreement.  SSB shall
pay the  Landlord  $360,000  per year or monthly  installments  of  $30,000.  In
addition to the monthly installments, SSB paid a security deposit of $60,000.

Concurrently  with the signing of the Lease Agreement,  the Landlord granted SSB
an  irrevocable  option  to  purchase  all of the  Landlord's  right,  title and
interest in and to the property,  plant and assets, as set forth in that certain
option agreement,  dated August 12, 2011, by and among the Landlord and SSB (the
"Option Agreement").  In consideration for the grant of the option, SSB paid the
Landlord  $275,000 in cash (the "Option  Payment").  The  exercise  price of the
option is $3,607,000 less the Option Payment,  any payments made pursuant to the
Lease Agreement and any profit participation payments made pursuant to the terms
of the Option  Agreement.  The option may be exercised at anytime between August
12, 2011 and 5:30 p.m. New York City time on August 11, 2012.

                                       49
<PAGE>
This summary of the Lease Agreement and the Option Agreement does not purport to
be complete  and is subject to, and  qualified in its entirety by, the full text
of the Lease  Agreement  and the Option  Agreement  filed as  Exhibits  10.1 and
Exhibit 10.2 hereto, respectively, and are incorporated by reference herein.

ITEM 6. EXHIBITS.

10.1+    Lease  Agreement,  dated August 12, 2011, by and among The South Street
         Bakery, Inc., Corbi Properties,  LLC and Clear Lake Specialty Products,
         Inc.

10.2+    Option Agreement,  dated August 12, 2011, by and among The South Street
         Bakery, Inc., Corbi Properties,  LLC and Clear Lake Specialty Products,
         Inc.

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

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

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

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

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

                                       50
<PAGE>

                                   SIGNATURES

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

                                  AMINCOR, INC.


Date: August 16, 2011               By: /s/John R. Rice, III
                                        ----------------------------------------
                                        John R. Rice, III, President



Date: August 16, 2011               By: /s/ Robert L. Olson
                                        ----------------------------------------
                                        Robert L. Olson, Chief Financial Officer

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