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

                                    FORM 10-Q

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

               For the quarterly period ended: September 30, 2010

[ ] 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 November 30, 2010, there were 7,478,409 shares of the Registrant's Class A
common  stock and  21,176,262  shares of the  Registrant's  Class B common stock
outstanding.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


PART I - FINANCIAL INFORMATION.............................................  3

     ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)..............................  3

          CONSOLIDATED CONDENSED BALANCE SHEET.............................  3

          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS..................  4

          CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT........  5

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS..................  6

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.............  7

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS..................................... 14

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.... 21

     ITEM 4. CONTROLS AND PROCEDURES....................................... 21

PART II - OTHER INFORMATION................................................ 22

     ITEM 1. LEGAL PROCEEDINGS............................................. 22

     ITEM 1A. RISK FACTORS................................................. 22

     ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS... 22

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES............................... 22

     ITEM 5. OTHER INFORMATION............................................. 22

     ITEM 6. EXHIBITS...................................................... 22

SIGNATURES................................................................. 23

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                          AMINCOR, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                           September 30,
                                                                               2010
                                                                           -----------
                                                                           (unaudited)
<S>                                                                        <C>
                                     ASSETS

Current assets:
  Cash                                                                     $    22,895
  Due from factor - related party                                            5,934,927
  Inventory                                                                  1,300,133
  Prepaid expenses and other current assets                                    154,402
                                                                           -----------
      Total current assets                                                   7,412,357
                                                                           -----------

Property and equipment - net                                                   362,366

Security deposits                                                              306,667
                                                                           -----------

      Total assets                                                         $ 8,081,390
                                                                           ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                         $ 2,954,455
  Loan payable - related party                                               4,129,365
  Accrued rent - related party                                               1,320,000
  Accrued expenses and other current liabilities                               848,067
                                                                           -----------
      Total current liabilities                                              9,251,887
                                                                           -----------
Stockholders' deficit:
  Convertible preferred stock: $0.001 par value; 3,000,000 shares
   authorized, 1,752,823 shares issued and outstanding                           1,753
  Common stock - Class A; $0.001 par value; 22,000,000 shares
   authorized, 7,484,813 shares issued and outstanding                           7,485
  Common stock - Class B; $0.001 par value; 40,000,000 shares
   authorized, 21,176,262 shares issued and outstanding                         21,176
  Additional paid-in capital                                                   371,266
  Accumulated deficit                                                       (1,572,177)
                                                                           -----------
      Total stockholders' deficit                                           (1,170,497)
                                                                           -----------

      Total liabilities and stockholders' deficit                          $ 8,081,390
                                                                           ===========
</TABLE>


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

                                       3
<PAGE>
                          AMINCOR, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                         For the Three Months Ended             For the Nine Months Ended
                                               September 30,                          September 30,
                                      -------------------------------       -------------------------------
                                          2010               2009               2010               2009
                                      ------------       ------------       ------------       ------------
<S>                                   <C>                <C>                <C>                <C>
REVENUES                              $  2,813,166       $  2,069,584       $  8,514,015       $  7,725,829

COST OF SALES                            2,953,500          2,706,316          7,843,618          8,149,160
                                      ------------       ------------       ------------       ------------

     Gross profit (loss)                  (140,334)          (636,732)           670,397           (423,331)
                                      ------------       ------------       ------------       ------------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                   972,059            314,157          1,775,890          1,104,251
                                      ------------       ------------       ------------       ------------

LOSS FROM OPERATIONS                    (1,112,393)          (950,889)        (1,105,493)        (1,527,582)

INTEREST EXPENSE - RELATED PARTIES          91,246          1,709,733            397,411          4,169,071
                                      ------------       ------------       ------------       ------------

NET LOSS                              $ (1,203,639)      $ (2,660,622)      $ (1,502,904)      $ (5,696,653)
                                      ============       ============       ============       ============
NET LOSS PER SHARE:
  Basic and diluted                   $      (0.04)      $      (0.19)      $      (0.05)      $      (0.40)
                                      ============       ============       ============       ============
WEIGHTED-AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
  Basic and diluted                     30,971,388         14,126,820         29,189,177         14,126,820
                                      ============       ============       ============       ============
</TABLE>


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

                                       4
<PAGE>
                          AMINCOR, INC. AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 Convertible           Common Stock -       Common Stock -
                               Preferred Stock            Class A              Class B        Additional
                               ----------------     ------------------    ------------------   Paid-in    Accumulated
                               Shares    Amount     Shares      Amount    Shares      Amount   Capital      Deficit        Total
                               ------    ------     ------      ------    ------      ------   -------      -------        -----
<S>                          <C>      <C>          <C>         <C>       <C>        <C>           <C>       <C>          <C>
Balances at January 1,
 2010 (Audited)                     --   $   --   14,126,820   $14,127          --   $    --   $ 55,146   $   (69,273)  $        --

Issuance of preferred and
 common stock to investors
 with underlying interests
 in Hammond Investments,
 Ltd. and Capstone Special
 Purpose Fund L.P.           1,752,823    1,753           --        --  21,176,262    21,176    (22,929)           --            --

Retirement of common stock
 to achieve parity between
 among investors with
 underlying interests in
 Hammond Investments, Ltd.
 and Capstone Special
 Purpose Fund, L.P.                 --       --   (7,056,856)   (7,057)         --        --      7,057            --            --

Common stock reissued from
 above retirements                  --       --      413,249       413          --        --       (413)           --            --

Issuance of common stock in
 share exchange with Tulare
 Holdings, Inc.                     --       --        1,600         2          --        --    332,405            --       332,407

Net loss for the nine months
 ended September 30, 2010           --       --           --        --          --        --         --    (1,502,904)   (1,502,904)
                             ---------   ------   ----------   -------  ----------   -------   --------   -----------   -----------

Balances at September 30,
 2010 (Unaudited)            1,752,823   $1,753    7,484,813   $ 7,485  21,176,262   $21,176   $371,266   $(1,572,177)  $(1,170,497)
                             =========   ======   ==========   =======  ==========   =======   ========   ===========   ===========
</TABLE>


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

                                       5
<PAGE>
                          AMINCOR, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   For the Nine Months Ended
                                                                         September 30,
                                                             -----------------------------------
                                                                 2010                   2009
                                                             ------------           ------------
<S>                                                          <C>                    <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net loss                                                   $ (1,502,904)          $ (5,696,653)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation and amortization                                 82,550                 70,551
  Change in operating assets and liabilities:
     Inventory                                                    140,252               (153,894)
     Prepaid expenses and other current assets                    (76,750)              (583,500)
     Security deposits                                            (90,000)               (90,000)
     Accrued interest - related party                                  --              5,684,391
     Accrued rent - related party                                 360,000                360,000
     Accounts payable and accrued expenses                      2,107,081                992,488
                                                             ------------           ------------

          Net cash provided by operating activities             1,020,229                583,383
                                                             ------------           ------------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                             (51,812)               (73,798)
                                                             ------------           ------------

          Net cash used in investing activities                   (51,812)               (73,798)
                                                             ------------           ------------
CASH FLOW FROM FINANCING ACTIVITIES:
  Due from factor - related party - net                        (3,486,612)            (5,929,046)
  Net repayment/borrowing from loan - related party             2,529,365              5,400,271
                                                             ------------           ------------

          Net cash used in financing activities                  (957,247)              (528,775)
                                                             ------------           ------------

Net increase (decrease) in cash                                    11,170                (19,190)

CASH - beginning of period                                         11,725                 22,968
                                                             ------------           ------------

CASH - end of period                                         $     22,895           $      3,778
                                                             ============           ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:
  Interest                                                   $    397,411           $  2,110,889
                                                             ============           ============
  Taxes                                                      $         --           $         --
                                                             ============           ============
NON-CASH INVESTING AND FINANCING ACTIVITY:
  Issuance of common stock in share exchange
   for the net assets of Tulare Holdings, Inc.               $    332,407           $         --
                                                             ============           ============
</TABLE>


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

                                       6
<PAGE>
                          AMINCOR, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. NATURE OF BUSINESS AND HISTORY

Amincor, Inc. ("Amincor") was incorporated under the laws of the State of Nevada
on October 8, 1997 under the name of GSE Group,  Inc. On October 20,  1997,  the
Company  changed its name to Global Stock Exchange  Corp.,  on April 18, 2000 to
Joning Corp. and on February 2, 2010 to Amincor, Inc.

Amincor had no business  activities  from July 2000 to January  2010. On January
28, 2010 Amincor entered into letters of intent to acquire the outstanding stock
of seven operating companies ("Prospective Subsidiaries").

Amincor,  under one of the  letters  of intent,  acquired  all of the issued and
outstanding  shares of Tulare Holdings,  Inc.  ("Tulare  Holdings") on August 3,
2010 in exchange for 1,600 shares of the  Company's  restricted  Class A shares.
Tulare  Holdings'  business is conducted  through its  wholly-owned  subsidiary,
Tulare  Frozen Foods,  LLC.  Tulare  Holdings and Tulare  Frozen Foods,  LLC are
collectively  referred to as  "Tulare."  Tulare is in the  business of preparing
frozen vegetables  (primarily spinach) from produce purchased from growers which
are sold to the food service industry under a private label.

Amincor and Tulare are collectively referred to as the "Company."

In  addition  to Tulare,  the other six  separate  letters  of intent  relate to
proposed acquisitions of the following companies:

Tyree Holdings Corp. ("Tyree")
Epic Sports International, Inc. ("Epic')
Baker's Pride, Inc. ("BPI")
Masonry Supply Holding Corp. ("Masonry")
Whaling Distributors, Inc. ("Whaling")
Allentown Metal Works, Inc. ("AMW")

Each  letter of intent  requires  that the  following  conditions  be met before
completing a share exchange under a definitive agreement:

     a)   A complete and satisfactory due diligence review by the Company of the
          books and records of the prospective subsidiary,

     b)   The  occurrence of no material  changes in the  Company's  business or
          capitalization  between the date of signing the  Definitive  Agreement
          and the date of closing,

     c)   The  completion of audited  financial  statements  of the  prospective
          subsidiary  according to the rules of the United States Securities and
          Exchange Commission,

     d)   Approval of the share  exchange by the  Company's  Board of Directors,
          and

                                       7
<PAGE>
     e)   Confirmation   that  the   representations   and   warranties  of  the
          prospective subsidiary are true and accurate in all material aspects.

After the  completion  of the due  diligence  reviews,  the letters of intent to
acquire Whaling and AMW were terminated by the Company.

The  acquisition of the Tulare frozen  vegetable  business was  precipitated  by
defaults under a factoring  agreement and a credit  facility,  both of which had
provisions giving the factor and lender,  respectively Capstone Business Credit,
LLC and Capstone  Capital Group I, LLC, the right to foreclose on the collateral
securing the factoring agreement and credit facility.  Capstone Business Credit,
LLC and  Capstone  Capital  Group I, LLC are  related  to each  other by  common
controlling  ownership which also has controlling  ownership  interests in other
investment businesses.

Tulare Frozen  Foods,  LLC was formed in October 2007 and commenced its business
operations  of  frozen  produce   processing  and  marketing  in  January  2008.
Subsequently,  Tulare  Holdings,  inc. was  incorporated  in December  2008 with
Hammond Investments, Ltd. ("Hammond"), owning 75% of its outstanding shares, and
Capstone  Special  Purpose  Fund L.P.  ("CSPF"),  owning 25% of its  outstanding
shares. The ownership of Tulare Frozen Foods, LLC was thereafter  transferred to
Tulare Holdings.

The  controlling  management  of Hammond and CSPF are officers,  directors,  and
shareholders of Amincor and are also officers and directors of Tulare  Holdings.
In those  capacities,  they have exerted  significant  influence on the decision
making of both Amincor and Tulare Holdings. Therefore,  Amincor's acquisition of
Tulare  Holdings'  stock has been accounted for as an exchange of shares between
entities  under  common  control,  using  the  pooling-of-interests  method,  in
accordance with generally accepted accounting principles ("GAAP").

A  condensed  combined  unaudited  summary  of  operations  for the years  ended
September 30, 2010 and 2009, and a condensed combined unaudited balance sheet as
of September 30, 2010 are presented below.

The  following is the summary  statements  of combined  operations  for the nine
months ended September 30, 2010 and 2009:

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                         For the Nine Months Ended September 30, 2010
                                                   ----------------------------------------------------------
                                                     Amincor                 Tulare                Combined
                                                   ------------           ------------           ------------
<S>                                                <C>                    <C>                    <C>
NET REVENUES                                       $         --           $  8,514,015           $  8,514,015
COST OF SALES                                                --              7,843,618              7,843,618
                                                   ------------           ------------           ------------
      Gross profit                                           --                670,397                670,397
                                                   ------------           ------------           ------------
SELLING AND GENERAL ADMINISTRATIVE
 EXPENSES                                               301,000              1,474,890              1,775,890
                                                   ------------           ------------           ------------
LOSS FROM OPERATIONS                                   (301,000)              (804,493)            (1,105,493)
INTEREST EXPENSE (INCOME) -
 RELATED PARTIES                                        (16,547)               413,958                397,411
                                                   ------------           ------------           ------------
      Net loss                                     $   (284,453)          $ (1,218,451)          $ (1,502,904)
                                                   ============           ============           ============

Net loss per share:
  Basic and diluted                                $      (0.01)          $      (0.04)          $      (0.05)
                                                   ============           ============           ============

Weighted-average number of shares outstanding:
  Basic and diluted                                  29,189,177             29,189,177             29,189,177
                                                   ============           ============           ============

                                                         For the Nine Months Ended September 30, 2009
                                                   ----------------------------------------------------------
                                                     Amincor                 Tulare                Combined
                                                   ------------           ------------           ------------

NET REVENUES                                       $         --           $  7,725,829           $  7,725,829
COST OF SALES                                                --              8,149,160              8,149,160
                                                   ------------           ------------           ------------
      Gross loss                                             --               (423,331)              (423,331)
                                                   ------------           ------------           ------------

SELLING AND GENERAL ADMINISTRATIVE
 EXPENSES                                                    --              1,104,251              1,104,251
                                                   ------------           ------------           ------------
LOSS FROM OPERATIONS                                         --             (1,527,582)            (1,527,582)
INTEREST EXPENSE - RELATED PARTIES                           --              4,169,071              4,169,071
                                                   ------------           ------------           ------------

      Net loss                                     $         --           $ (5,696,653)          $ (5,696,653)
                                                   ============           ============           ============
Net loss per share:
  Basic and diluted                                $         --           $      (0.40)          $      (0.40)
                                                   ============           ============           ============
Weighted-average number of shares outstanding:
  Basic and diluted                                  14,126,820             14,126,820             14,126,820
                                                   ============           ============           ============
</TABLE>

The  following  is the  summary  statements  of  combined  balance  sheets as of
September 30, 2009:

                                       9
<PAGE>
<TABLE>
<CAPTION>
                                 Amincor                Tulare                Combined
                               ------------          ------------           ------------
<S>                            <C>                   <C>                    <C>
Current assets                 $         --          $ 10,893,123           $ 10,893,123
                               ------------          ------------           ------------
Total assets                             --            11,668,927             11,668,927
                               ------------          ------------           ------------
Current liabilities                      --            25,020,719             25,020,719
                               ------------          ------------           ------------
Total liabilities                        --            25,020,719             25,020,719
                               ------------          ------------           ------------
Stockholders' deficit                    --           (13,351,792)           (13,351,792)
                               ------------          ------------           ------------
</TABLE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The  condensed  consolidated  financial  statements  include the accounts of the
Company  and its  wholly  owned  subsidiary  Tulare  Holdings.  All  significant
intercompany transactions have been eliminated in the consolidation.

BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial statements of the
Company  have  been  prepared  pursuant  to the  rules  and  regulations  of the
Securities and Exchange  Commission.  Certain  information and note  disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally accepted accounting principles ("GAAP") have been condensed or omitted
pursuant to those rules and regulations,  although the Company believes that the
disclosures are adequate to make the information not misleading.  In the opinion
of management,  all adjustments necessary for a fair statement of the results of
operations and financial  position for the periods presented have been reflected
as required  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 condensed  consolidated financial statements should
be read in conjunction with the Form 10-12G filing (as amended) dated October 4,
2010  which  includes  the  audited  financial  statements  for the years  ended
December 31, 2009 and 2008.

USE OF ESTIMATES

The preparation of the condensed consolidated financial statements in conformity
with GAAP requires  management to make estimates and assumptions that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the condensed  unaudited  consolidated  financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Significant  estimates  include,  but  are not  limited  to,
depreciation and amortization, and inventory obsolescence.  Actual results could
differ from these estimates.

INVENTORY

Inventory  consists of frozen  produce and related  packaging  materials  and is
valued at the lower of cost  (determined  by the first-in,  first out method) or
market.

                                       10
<PAGE>
REVENUE RECOGNITION

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

INCOME TAXES

The Company  accounts for income taxes in  accordance  with using the  liability
method,  which  provides for an asset and liability  approach to accounting  for
income  taxes.  Under this  method,  deferred  tax assets  and  liabilities  are
recorded  for  tax  effects  of  temporary  differences  between  the  financial
reporting  and tax basis of  assets  and  liabilities,  and  measured  using the
current tax rates and laws that are expected to be in effect when the underlying
assets or liabilities  are  anticipated to be recovered or settled.  The Company
records a valuation  allowance  based on whether its  deferred  tax assets will,
more likely than not, result in any future tax benefits.

GAAP requires that, in applying the liability  method,  the financial  statement
effects of an uncertain tax position be recognized  based on the outcome that is
more likely than not to occur.  Under this criterion the most likely  resolution
of an uncertain tax position should be analyzed based on technical merits and on
the outcome that will likely be sustained under examination.

3. PER SHARE INFORMATION

Basic  earnings per share of common stock  ("Basic EPS") is computed by dividing
net income by the weighted-average number of shares of common stock outstanding.
Diluted  earnings  per share of common  stock  ("Diluted  EPS") is  computed  by
dividing net income by the  weighted-average  number of shares of common  stock,
and dilutive common stock  equivalents.  GAAP requires the presentation of Basic
EPS and Diluted EPS on the face of the  Company's  Statements  of Income.  There
were no common stock  equivalents  for the three and nine months ended September
30, 2010 and 2009.

The following  table sets forth the  computation  of basic and diluted per share
information:

<TABLE>
<CAPTION>
                                   For the Three Months Ended          For the Nine Months Ended
                                          September 30,                       September 30,
                                 ------------------------------      -----------------------------
                                     2010              2009              2010             2009
                                 ------------      ------------      ------------     ------------
<S>                              <C>               <C>               <C>              <C>
NUMERATOR:
  Net loss:                      $ (1,203,639)     $ (2,660,622)     $ (1,502,904)    $ (5,696,653)

DENOMINATOR:
  Weighted-average shares of
   common stock outstanding        30,971,388        14,126,820        29,189,177       14,126,820
                                 ============      ============      ============     ============

NET LOSS PER SHARE:
   Basic and diluted             $      (0.04)     $      (0.19)     $      (0.05)    $      (0.40)
                                 ============      ============      ============     ============
</TABLE>

                                       11
<PAGE>
4. RELATED PARTIES AND EQUITY TRANSACTIONS

As previously  noted Tulare was acquired in accordance  with the provisions of a
share exchange agreement under which Amincor received all of Tulare's issued and
outstanding  common  stock  in  exchange  for  1,600  shares  of  the  Company's
restricted Class A common stock.

Prior to the  acquisition of Tulare,  the Company issued  21,176,262  restricted
shares of Class B  non-voting  common  stock and  1,752,823  shares of preferred
stock  to the  investors  in  Hammond  and  CSPF as  payment-in-kind  for  their
interests  in such  entities.  In addition,  7,056,856  shares of Class A common
stock owned by the  principals  of Amincor  were  retired.  As a result of these
share   issuances  and   retirements,   the  individual   investors   underlying
proportionate   interest  in  Amincor  became  equivalent  to  their  underlying
proportionate interest in the assets (primarily loans receivable) of Hammond and
CSPF. The calculation of the number of shares retired was  subsequently  refined
and 413,249 additional shares were issued.

Interest and related fees incurred to related parties  amounted to approximately
$108,000 and $397,000  for the three and nine months ended  September  30, 2010,
respectively.

5. LIQUIDITY

The Company incurred losses and negative cash flows from operations for the nine
months ended  September  30, 2010.  Tulare has suffered from a lack of liquidity
because the age of its plant and equipment  which are costly to maintain.  These
additional  costs  have  been  reflected  in cost of sales  in the  accompanying
consolidated statements of operations. In 2011, Tulare managements' intention is
to raise sufficient capital to upgrade the plant and equipment,  allowing Tulare
to be more  competitive  within the industry.  In addition,  Tulare is currently
implementing  a plan to  increase  working  capital.  This will allow  Tulare to
diversify its product base through the  importation  and  distribution of frozen
vegetables, thereby improving its liquidity. Tulare will continue to utilize its
existing  purchase order financing  agreement while it negotiates with new asset
based lenders that specialize in financing agricultural businesses.

As described in Note 6 Subsequent Events, the Company entered into four separate
stock  purchase  agreements  which  will  significantly   affect  the  Company's
operations on an ongoing basis.

Management is currently seeking to raise additional equity to support the growth
of the Company. Although management is confident that it will succeed in raising
additional  working capital and equity for the Company,  there are no assurances
that they will be successful in their endeavors.  However,  management  believes
they have  sufficient  access to working capital to sustain  operations  through
September 30, 2011.

6. SUBSEQUENT EVENTS

On October  18,  2010,  the Company  exercised  its rights  under the  remaining
letters of intent and entered into stock purchase  agreements to purchase all of
the issued and  outstanding  shares of Baker's  Pride Inc.  and  Masonry  Supply
Holding  Corp.  and 80% of the  issued  and  outstanding  shares of Epic  Sports
International, Inc. and 86.3% the issued and outstanding stock of Tyree Holdings
Corp.

On October 26, 2010,  Epic entered into a Strategic  Alliance  Agreement  ("Epic
Agreement")  with Samsung C&T America,  Inc.  ("Samsung").  Pursuant to the Epic
Agreement,  Samsung has appointed Epic as its exclusive  representative  for the
sale of certain  Epic  products  which will funded and  purchased by Samsung and
sold by Epic to various customers worldwide. Epic agrees to provide sourcing and
design of products, quality control and factory monitoring, as well as promoting
the sale of,  and  soliciting  purchase  orders  from  potential  customers.  As
compensation  for services to be rendered by Epic,  Samsung  shall pay to Epic a
commission on a monthly basis equal to (i) 21% of the net invoice  amount billed
to  customers if the gross profit ratio is equal to or greater than 33%, or (ii)
if the gross profit ratio is less than 33%, 21% minus the  percentage  amount of
the gross profit ratio is less than 33%.

                                       12
<PAGE>
Samsung has the right to purchase certain Epic inventory up to $500,000 on terms
mutually agreed upon by parties. In addition, Epic and Samsung have entered into
a Limited Trademark Sub-License  Agreements granting Samsung the exclusive right
to use the  Epic  trademarks  in  connection  with  its  duties  under  the Epic
Agreement.  The term of the Epic agreement is through December 31, 2014,  unless
earlier terminated as defined in the Epic Agreement, and it can be automatically
renewed for  consecutive  four year terms  unless  either  party  gives  written
notice.

Concurrently with the signing of the Epic Agreement, Samsung was given an option
to purchase shares of Epic common stock equal to 10% of the aggregate  number of
Epic common shares deemed  outstanding  as of the close business on the exercise
date.  The option is valid until  December 31, 2014 at an exercise  price of $80
per share.

There were no other significant subsequent events requiring disclosure.


                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Quarterly Report on Form 10-Q contains both historical and "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Forward-looking  statements,  written,  oral or otherwise  made,  represent  the
Company's expectation or belief concerning future events. All statements,  other
than statements of historical  fact, are or may be  forward-looking  statements.
For  example,  statements  concerning  projections,  predictions,  expectations,
estimates or forecasts,  and  statements  that describe our  objectives,  future
performance,  plans or goals are, or may be, forward-looking  statements.  These
forward-looking  statements reflect management's current expectations concerning
future  results and events and can  generally be  identified by the use of words
such  as  "may,"  "will,"  "should,"  "could,"  "would,"  "likely,"   "predict,"
"potential,"    "continue,"   "future,"    "estimate,"    "believe,"   "expect,"
"anticipate," "intend," "plan," "foresee" and other similar words or phrases, as
well as statements in the future tense.

Forward-looking  statements  involve  known and  unknown  risks,  uncertainties,
assumptions,  and other  important  factors  that may cause our actual  results,
performance or achievements to be different from any future results, performance
and  achievements  expressed  or  implied  by these  statements.  The  following
discussion  and analysis  should be read in  conjunction  with our  consolidated
financial   statements  and  the  related  notes  thereto  and  other  financial
information  contained elsewhere in this Form 10-Q. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  opinions only as of the date hereof. We undertake no obligation to
revise or publicly release the results of any revision to these  forward-looking
statements. Readers should carefully review the factors described in the Section
entitled "Risk Factors" on our Form 10, as amended,  and other documents we file
from time to time with the Securities and Exchange Commission (`SEC').

BUSINESS

Amincor, Inc. (the "Company" or "Registrant") 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. On February 2, 2010,  Joning Corp.  changed its name to
Amincor,  Inc. On December  30,  2009,  Joning  Corp.  filed an amendment to its
Articles of Incorporation increasing its authorized capital to 65,000,000 shares
divided into 22,000,000  shares of Class A voting Common Stock par value $0.001,
40,000,000  shares of Class B  non-voting  Common  Stock par  value  $0.001  and
3,000,000 shares of Preferred Stock par value $0.001. In July 2000, Joning Corp.
ceased  its  business  activities.  On  March  8,  2002,  Joning  Corp.  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 June 2, 2008,  Joning Corp.  elected to discontinue its Exchange Act filings.
The Company  remained  dormant until  January,  2010.  On January 28, 2010,  the
Company entered into separate letters of intent to acquire the outstanding stock
of the following  companies:  Allentown Metal Works,  Inc., Baker's Pride, Inc.,
Epic Sports International,  Inc., Masonry Supply Holding Corp., Tulare Holdings,
Inc.,  Tyree  Holdings  Corp.  and  Whaling  Distributors,   Inc.  (the  "Target
Companies"). After completion of due diligence, the Letters of Intent to acquire
Allentown Metal Works, Inc. and Whaling Distributors, Inc. were terminated.

On August 3, 2010, Tulare Holdings,  Inc. completed a share exchange transaction
with  Amincor  pursuant  to  which  Amincor  acquired  all  of  the  issued  and
outstanding  shares of Holdings and Holdings became a wholly owned subsidiary of
Amincor.

                                       14
<PAGE>
On October 18, 2010, Amincor entered into Stock Purchase Agreements with each of
Baker's Pride, Inc., Masonry Supply Holding Corp., Tyree Holdings Corp. and Epic
Sports  International,  Inc.,  pursuant to which Amincor (i) acquired all of the
issued and outstanding  stock of Bakers Pride,  Inc. and Masonry Supply Holdings
Corp.  and (ii)  acquired  the majority of the issued and  outstanding  stock of
Tyree  Holdings Corp. and Epic Sports  International,  Inc. Each  transaction is
more fully detailed in the respective Form 8-K for each  transaction  filed with
the United States Securities and Exchange Commission on October 19, 2010.

INFORMATION REGARDING TULARE HOLDINGS, INC.

BACKGROUND

Tulare Holdings, Inc., ("Tulare Holdings") was incorporated on December 29, 2008
and operates  through its wholly owned  subsidiary  Tulare Frozen Foods,  LLC, a
California  limited  liability company formed on October 5, 2007 which commenced
its  operations in frozen  produce  processing and marketing on January 9, 2008.
Tulare  Holdings and Tulare Frozen Foods,  LLC are  collectively  referred to as
"Tulare".

Tulare occupies a 35 acre site, in Lindsay, California, strategically located in
the San  Joaquin  Valley  which  provides an  abundant  supply of locally  grown
vegetables  for  processing.  The Tulare site  includes  350,000  square feet of
buildings for warehousing,  production, and manufacturing,  with excess capacity
for future growth and product  diversification.  Tulare is located  within close
proximity to the local railroad,  with a rail line on the property  premises and
also owns a water rights permit.

Tulare's  current  product  line  includes  frozen  spinach,   southern  greens,
broccoli,  cauliflower,  and peppers. These products are available in individual
quick freezing ("IQF") bulk, wet pack cartons, and two and three pound poly bags
for retail and foodservice  markets.  The Tulare customer base is  approximately
80% food  service,  15% retail,  and five  percent  industrial.  Frozen  spinach
currently accounts for 75% of Tulare's volume, southern greens accounts for 20%,
and the remaining five percent consists of sales of broccoli and cauliflower.

Tulare has  developed  a private  label for wet pack  spinach,  which is sold to
retail food markets. Tulare supplies three pound wet pack spinach to three major
institutional  food service  distributors,  representing  80% of Tulare's annual
sales.  Additional  market  growth is targeted in the  packaging  of other leafy
greens and peppers by establishing Tulare as the low cost producer.

To better align itself with the competition  within its industry Tulare hopes to
expand its current  customer  base on the east coast by importing  frozen fruits
and vegetables from abroad.  In addition,  Tulare intends to acquire  additional
market share associated with a new wet pack pouch design that would better cater
to its  foodservice  customers  and to increase its market share beyond the east
coast to include other regions of the United States and Canada as well.

By  expanding  its  presence  Tulare  seeks to become a frozen food  distributor
rather than just a frozen food processor. Management believes that the costs and
associated  risks  correlated  with  processing  frozen  fruits  and  vegetables
domestically  will be mitigated by the shift towards imported produce as well as
costs  associated with the lack of  diversification  of the current product mix.
Tulare intends to accomplish  this by expanding their offerings to include value
added  products  and by  building  a new  state of the art  facility  to  handle
domestic production.  In addition, Tulare may seek to acquire a significant food
processing  and/or  distribution  company in an effort to  facilitate  this goal
should an opportunity to do so be made available.

Tulare  requires  additional  capital to expand and improve its  facilities  and
equipment  and  additional  personnel  to achieve  economies  of scale needed to
become more profitable.  Equipment improvements,  including high-speed packaging
lines, expansion into rice, pasta and other products would enable the company to
reduce costs,  increase market share,  and diversify  operations.  A diversified

                                       15
<PAGE>
product line is  essential,  as  environmental  conditions in any given year can
have a positive or negative impact on a particular crop, and ultimately Tulare's
revenues.

COMPETITION

Tulare's  competition  is divided  into two  segments:  (1) Name  Brands and (2)
Private  Labeled  frozen fruit and  vegetable  products.  The Name Brand segment
includes  larger  food  processors  such as Birds Eye Foods,  LLC , which  sells
vegetables  under the "Birds Eye" brand.  The Private Labeled  segment  includes
smaller food processors that package fruits and vegetables under a supermarket's
in store brand name.  Tulare's current  competitors are primarily in the Private
Labeled  segment of the industry.  Tulare's  major customer base is found in the
Private Labeled sector.  Tulare considers Private Labeled packers as the current
source  of  competition,  with the  Name  Brand  competitors  being  the  future
competition of Tulare. The Private Labeled packer segment is much more segmented
and is generally  comprised of smaller,  privately owned companies when compared
to the Name Brand segment.  There are approximately  seven companies that Tulare
deems as its direct competitors,  including Seneca Foods Corporation,  Patterson
Frozen  Foods,  Inc. and National  Frozen Foods  Corporation.  Tulare's  primary
market is located on the east coast of the United States. Tulare distributes its
products to its end user customer through a broker network.

PERSONNEL

Tulare  currently  has 13 full time  employees  and  believes  that its employee
relations are good.  Tulare's executive  officers are Mr. James E. Fikkert,  who
serves  as the  President,  and Mr.  Douglas  Hagin,  who  serves  as the  Chief
Financial Officer.

SEASONALITY

Tulare's  revenues are generally higher in the first and fourth quarters because
its  customers  typically  stock up on products for the  holidays and  replenish
their inventories after the holidays. Tulare's business is dependent on delivery
of crops from field operations to the plant. The growing season and the level of
rain and  availability of water also affect the amount of product  available for
processing from field operations adding to the seasonality issues. It is typical
for the  facility to run at full  capacity  during the harvest  periods and sell
from inventory during the balance of the year.

AMOUNT DUE FROM FACTOR AND INVENTORY

In 2008, in order to have access to immediate  funding in order to finance their
working capital needs,  Tulare entered into a Discount Factoring  Agreement (the
"DFA") with Capstone  Business Credit,  LLC a Delaware limited liability company
(the "Lender").  Pursuant to the DFA, the Lender,  from time to time,  purchased
accounts,  receivables  and other  forms of  obligations  and rights to payments
owing  to  Tulare  from  its  customers  for  goods  sold or  services  rendered
(collectively,  "Accounts  Receivable").  In return  for the  purchase  of these
accounts, receivables and other forms of obligations and rights to payments, the
Lender advanced  Tulare 80% of the amount of the Accounts  Receivable and took a
security  interest  of  Tulare's  assets.  The  remaining  20% of  the  Accounts
Receivable was held in a "Reserve Account".  The Lender assumed the credit risk,
collected  the  Accounts  Receivable  and  provided  bookkeeping  and  reporting
services.  When the  Lender  collected  a payment  from  customers,  the  Lender
deducted  its fees and  interest  from the  Reserve  Account  and  advanced  the
remaining amounts to Tulare.  Tulare paid the Lender a commission of one percent
(1%) for the first sixty (60) days that the Account  Receivable was outstanding.
After the first sixty (60) days if the Account Receivable had not been paid, the
commission  due to the  Lender  was one and one  half  percent  (1.5%)  for each
additional  thirty (30) day period.  In addition to the fees above,  interest of
sixteen  percent (16%) per annum (based on a 360 day year) was charged as of the
last  day of each  month  based on the face  value  of the  Accounts  Receivable
outstanding.  In no event did  conversion or interest rates under the DFA exceed
the highest rated permitted under the laws of any applicable jurisdiction.

                                       16
<PAGE>
LIQUIDITY

Over the past two years,  Tulare has suffered  from a lack of liquidity  because
its  plant  and  equipment  are  costly  to  maintain  due to their  age.  These
additional  costs have been reflected in the costs of sales. In the last quarter
of 2010 and in 2011, it is Tulare's intention to raise enough capital to upgrade
the plant and  equipment  to a state of the art  production  facility,  allowing
Tulare to be more  competitive  within  the  industry.  In  addition,  Tulare is
currently  implementing a plan as described below to increase  working  capital.
This will allow Tulare to diversify its product base through the importation and
distribution of frozen vegetables,  thereby improving its liquidity. Tulare will
continue to utilize its existing  credit  facility while it negotiates  with new
asset based lenders that specialize in financing agricultural businesses.

Management has made  applications for asset based financing to several banks and
asset based lenders for working capital financing.  Under the terms of a typical
asset based  financing  agreement the lender takes the accounts  receivable  and
inventory of the borrower as collateral for working capital  advances.  Although
Management has made efforts to acquire asset based  financing over the course of
the 3rd Quarter,  there have not been any  commitments  from any lenders to date
that would indicate such a facility has been secured.

In addition to creating  liquidity through a working capital facility secured by
Tulare's current assets, Amincor's management has entered into negotiations with
an  investment  banking firm to  underwrite a private  equity  investment in the
Company which,  if successful,  will provide Tulare with the capital to purchase
packaging  equipment and make physical plant  improvements  that will reduce the
cost of operations and increase  efficiency  thereby  improving the liquidity of
Tulare.

Tulare intends to purchase new packaging equipment that will allow it to package
its frozen product in a form other than "wet pack".  Management  expects the new
packaging increase sales as the new pouch can be frozen,  boiled,  opened and/or
resealed  for future use of the  product.  Management  also  believes  that as a
result of an increase in working capital, volume of sales will increase and that
consumers and food service companies will actively seek out Tulare's products in
the new packaging  because of its versatility.  Conversely,  it is believed that
the cost of  operations  will  decrease  using the new  packaging  system as the
multiple  handling  that is current  required of the "wet pack"  product will no
longer  be  required.  The  purchase  of the new  packaging  equipment  requires
financing and Management intends to lease the new equipment  purchases to secure
such financing the equipment.

Although  management  is confident  that it will  succeed in raising  additional
working capital and equity for Tulare, there are no assurances that they will be
successful in their endeavors. However, management believes they have sufficient
access to working capital to sustain operations through September 30, 2011.

On October 18, 2010, Amincor entered into Stock Purchase Agreements with each of
Baker's Pride, Inc., Masonry Supply Holding Corp., Tyree Holdings Corp. and Epic
Sports  International,  Inc.,  pursuant to which Amincor (i) acquired all of the
issued and  outstanding  stock of Bakers Pride,  Inc. and Masonry Supply Holding
Corp.  and (ii)  acquired  the majority of the issued and  outstanding  stock of
Tyree  Holdings Corp. and Epic Sports  International,  Inc. Each  transaction is
more fully detailed in the respective Form 8-K for each  transaction  filed with
the United  States  Securities  and  Exchange  Commission  on October 19,  2010.
Management  intends to  consolidate  its  financial  statements to include these
acquisitions  and will more  fully  detail  and  disclose  the  effects of these
transactions on the liquidity and financial position of Amincor in its Form 10-K
and  accompanying  year end audited  financial  statements,  to be filed for its
fiscal year ending December 31, 2010.

CAPITAL RESOURCES

Tulare will  continue to utilize its existing  capital  allocation  from Amincor
while it negotiates  with new asset based  lenders that  specialize in financing
agricultural  businesses.  The current capital allocation consists of a purchase
order  allocation  of  $2,800,000  and an  allocation  of capital  supported  by
accounts  receivable.  The  balance  on  the  Purchase  order  allocation  as of

                                       17
<PAGE>
September  30,  2010 was  $4,145,912  of which  $16,547 of accrued  interest  is
included.  The current interest rate on this loan is 16% simple interest and the
loan  agreement  expires on January 17, 2013. As of September 30, 2010, the line
supported by accounts  receivable had a reserve  balance of $5,934,925  which is
used to pay off the purchase order loan.

RESULTS OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED  SEPTEMBER 30, 2010 AND
2009.

The following  table  presents the  statement of operations  for the three month
period ended  September 30, 2010 for Amincor,  Inc on a consolidated  basis.  As
Amincor did not have any operating activity for the three months ended September
30, 2009,  the statement of operations of our sole operating  subsidiary  Tulare
Holdings,  Inc. is  presented  herewith for  purposes of  comparison.  Amincor's
acquisition  of  Tulare  Holdings,  Inc.'s  stock has been  accounted  for as an
exchange of shares between  entities under common control,  using the pooling of
interests method, in accordance with generally  accepted  accounting  principles
("GAAP"). The discussion following the table below is based on these results for
the three month period ended September 30, 2010.

                                                For the Three Months Ended
                                                      September 30,
                                             -------------------------------
                                                 2010               2009
                                             ------------       ------------
                                              (unaudited)        (unaudited)

      REVENUES                               $  2,813,166       $  2,069,584

      COST OF SALES                             2,953,500          2,706,316
                                             ------------       ------------

           Gross profit (loss)                   (140,334)          (636,732)
                                             ------------       ------------
      SELLING, GENERAL AND
       ADMINISTRATIVE EXPENSES                    972,059            314,157
                                             ------------       ------------

      LOSS FROM OPERATIONS                     (1,112,393)          (950,889)

      INTEREST EXPENSE - RELATED PARTIES           91,246          1,709,733
                                             ------------       ------------

      NET LOSS                               $ (1,203,639)      $ (2,660,622)
                                             ============       ============

NET SALES

Net sales for the three month period ended September 30, 2010 totaled $2,813,166
compared to $2,069,584  for the three month period ended  September 30, 2009, an
increase of $743,582 or  approximately  36%. The increase is primarily due to an
increased demand for spinach and greens from its existing  customers.  Tulare is
currently  in its third  year of  operations  and the  operations  have  further
stabilized as far as the  production of products  which has increase sales since
2009.

COST OF SALES

Cost of sales for the three  month  period  ended  September  30,  2010  totaled
$2,953,500 or approximately 105% of net revenue compared to $2,706,316,  or 131%
of net revenue for the three month period ended  September 30, 2009, an increase
of $247,184 or approximately  9%. The increase in the dollar amount was due to a
higher net revenue figure in 2010 than was seen in 2009. Despite the increase in

                                       18
<PAGE>
dollar amount,  cost of revenue as a percent of total sales decreased by 26% due
to  increases  in  manufacturing   operating  processing   associated  with  the
streamlining of the business.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the three month period ended
September  30,  2010  totaled  $972,059,  or  approximately  35% of net  revenue
compared to $314,157,  or  approximately  15% of net revenue for the three month
period ended September 30, 2009, an increase of $657,902 or approximately  209%.
The increase in selling, general and administrative costs during the three month
period  ended  September  30,  2010  was  primarily  due to  increased  costs of
operating  associated  with  completing the necessary  audits to become a public
company.  In  addition,  approximately  10% of Tulare's  operating  expenses are
estimated to be variable with respect to sales so a lesser increase in operating
expenses was the result of the increase in net revenue

LOSS FROM OPERATIONS

Loss from operations for the three month period ended September 30, 2010 totaled
($1,112,393),  or  approximately  (40%) of net  revenue,  compared  to loss from
operations of ($950,889),  or  approximately  (46%) of net revenue for the three
month period ended  September 30, 2009,  an increase in loss from  operations of
$161,504  or  approximately  17%.  The  increase  in loss  from  operations  was
primarily due to increases in selling,  general and  administrative  expenses as
noted above.

INTEREST EXPENSE

Interest  expense for the three month  period ended  September  30, 2010 totaled
$91,246 as compared to interest expense of $1,709,733 for the three month period
ended  September  30, 2009,  a decrease in interest  expense of  $1,618,487,  or
approximately  95%. The decrease in interest expense was due to a debt to equity
conversion of Tulare's purchase order financing loan that took place on December
31, 2009 which  decreased  the loan balance due from Tulare to Capstone  Capital
Group I, LLC.

NET LOSS

Net  loss  for  the  three  month  period  ended   September  30,  2010  totaled
($1,203,639)  compared to a net loss of ($2,660,622)  for the three month period
ended  September 30, 2009, a decrease of $1,456,983  or  approximately  55%. The
decrease was primarily  due to the  aforementioned  efficiencies  in the cost of
sales and the decrease in the principal  balance of the purchase order financing
loan balance, which significantly lowered interest expense in 2010.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

The following  table  presents the  statement of  operations  for the nine month
period ended  September 30, 2010 for Amincor,  Inc. on a consolidated  basis. As
Amincor did not have any operating  activity for the nine months ended September
30, 2009,  the statement of operations of our sole operating  subsidiary  Tulare
Holdings,  Inc. is  presented  herewith for  purposes of  comparison.  Amincor's
acquisition  of  Tulare  Holdings,  Inc.'s  stock has been  accounted  for as an
exchange of shares between  entities under common control,  using the pooling of
interests  method,  in accordance with GAAP. The discussion  following the table
below is based on these  results for the nine month period ended  September  30,
2010.

                                       19
<PAGE>
                                                  For the Nine Months Ended
                                                        September 30,
                                              -------------------------------
                                                  2010               2009
                                              ------------       ------------
                                               (unaudited)        (unaudited)

      REVENUES                                $  8,514,015       $  7,725,829

      COST OF SALES                              7,843,618          8,149,160
                                              ------------       ------------

           Gross profit (loss)                     670,397           (423,331)
                                              ------------       ------------
      SELLING, GENERAL AND
       ADMINISTRATIVE EXPENSES                   1,775,890          1,104,251
                                              ------------       ------------

      LOSS FROM OPERATIONS                      (1,105,493)        (1,527,582)

      INTEREST EXPENSE - RELATED PARTIES           397,411          4,169,071
                                              ------------       ------------

      NET LOSS                                $ (1,502,904)      $ (5,696,653)
                                              ============       ============

NET SALES

Net sales for the nine  months  ended  September  30,  2010  totaled  $8,514,015
compared to $7,725,829 for the nine months ended September 30, 2009, an increase
of $788,186 or  approximately  10%. The  increase is  primarily  due to Tulare's
operations stabilizing in 2010 when compared to its 2009 operations.

COST OF SALES

Cost of sales for the nine months ended September 30, 2010 totaled $7,843,618 or
approximately 92% of net revenue compared to $8,149,160,  or approximately  106%
of net revenue for the nine  months  ended  September  30,  2009,  a decrease of
$305,542 or  approximately  4%. The  decrease in the dollar  amount was due to a
decrease in warehousing expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for the nine months ended September
30, 2010 totaled  $1,775,890,  or  approximately  21% of net revenue compared to
$1,104,251,  or  approximately  14% of net  revenue  for the nine  months  ended
September 30, 2009, an increase of $671,639 or  approximately  61%. The increase
in  selling,  general and  administrative  costs  during the nine  months  ended
September  30,  2010 was  primarily  due to an  increase  in sales in 2010  with
respect  to 2009.  Additional  expenses  incurred  in 2010 were  related  to the
completion  of the  necessary  audits for the  Company's  Form 10 filed with the
Securities and Exchange Commission.

LOSS FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2010  totaled
($1,105,493),  or  approximately  (13%) of net  revenue,  compared  to loss from
operations of ($1,527,582),  or approximately  (20%) of net revenue for the nine
month period ended  September  30, 2009, a decrease in loss from  operations  of
$422,089  or  approximately  28%.  The  decrease  in loss  from  operations  was
primarily  due to the  aforementioned  increase in sales and the decrease in the
cost of revenue.  The decrease in loss from  operations was partially  offset by
the increase in operating expenses.

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<PAGE>
INTEREST EXPENSE

Interest  expense for the nine months ended September 30, 2010 totaled  $397,411
compared to interest  expense of $4,169,071 for the nine months ended  September
30, 2009, a decrease in interest expense of $3,771,660,  or  approximately  91%.
The  decrease in  interest  expense  was due to a debt to equity  conversion  of
Tulare's  purchase order financing loan that occurred on December 31, 2009 which
decreased the loan balance due from Tulare to Capstone Capital Group I, LLC.

NET LOSS

The net loss for the nine months ended  September 30, 2010 totaled  ($1,502,904)
compared to a net loss of  ($5,696,653)  for the nine months ended September 30,
2009, a decrease of $4,193,749 or approximately  74%. The decrease was primarily
attributable to the aforementioned decrease in the purchase order financing loan
balance which significantly lowered interest expense in 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller  reporting  company as defined by Rule 12b-2 of the  Securities
Exchange Act of 1934 and are not required to provide the information  under this
item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We  maintain   disclosure  controls  and  procedures  designed  to  ensure  that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported within the specified time periods.  As of the end of the period covered
by this  report,  our  President  and  Chief  Financial  Officer  evaluated  the
effectiveness of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15.  Based on the evaluation our President and Chief Financial  Officer
concluded  that our  disclosure  controls and  procedures  are not  effective in
timely  alerting  them to  material  information  required to be included in our
periodic SEC filings and in ensuring that  information  required to be disclosed
by us in the reports  that we file or submit  under the Act is  accumulated  and
communicated  to our  management,  including our  President and Chief  Financial
Officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  control  over  financial  reporting  that
occurred  during the  quarter  ended  September  30,  2010 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                                       21
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller  reporting  company as defined by Rule 12b-2 of the  Securities
Exchange Act of 1934 and are not required to provide the information  under this
item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

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

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

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

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

                                       22
<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: November 30, 2010             By: /s/ John R. Rice, III
                                        ----------------------------------------
                                        John R. Rice, III, President


Date: November 30, 2010             By: /s/ Robert L. Olson
                                        ----------------------------------------
                                        Robert L. Olson, Chief Financial Officer



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