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, 2011

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

         For the transition period from: _____________ to _____________

                         Commission File No.: 000-28865


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

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

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

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

As of November 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 SEPTEMBER 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........................................ 24

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk....... 39

   Item 4.  Controls and Procedures.......................................... 39

PART II  - OTHER INFORMATION

   Item 1.  Legal Proceedings................................................ 41

   Item 1A. Risk Factors..................................................... 42

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

CURRENT ASSETS:
  Cash                                                               $    642,511           $  2,607,325
  Accounts receivable, net of allowance of $432,758 and
   $450,000 in 2011 and 2010, respectively                             10,345,980              8,596,583
  Note receivable                                                              --                522,501
  Due from related party                                                3,415,738              1,717,233
  Inventories, net                                                      4,548,388              3,369,862
  Costs and estimated earnings in excess of billings on
   uncompleted contracts                                                  954,097                279,152
  Prepaid expenses and other current assets                               855,106                714,659
  Current assets - discontinued operations                                145,157              1,601,268
                                                                     ------------           ------------
      Total current assets                                             20,906,977             19,408,583
                                                                     ------------           ------------

PROPERTY AND EQUIPMENT, NET                                            14,322,139             15,090,964
PROPERTY AND EQUIPMENT, NET - DISCONTINUED OPERATIONS                     932,603              2,379,035
                                                                     ------------           ------------
Total property and equipment, net                                      15,254,742             17,469,999
                                                                     ------------           ------------
OTHER ASSETS:
  Mortgages receivable                                                  6,180,000              6,180,000
  Goodwill                                                             15,554,397             15,346,400
  Other intangible assets, net                                         12,065,230             13,196,032
  Deferred financing costs, net                                           202,096                319,465
  Other assets                                                            342,920                150,975
  Assets held for sale                                                  2,730,000              6,575,000
  Other assets - discontinued operations                                  461,667              1,771,821
                                                                     ------------           ------------

      Total other assets                                               37,536,310             43,539,693
                                                                     ------------           ------------

      Total assets                                                   $ 73,698,029           $ 80,418,275
                                                                     ============           ============
</TABLE>

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

CURRENT LIABILITIES:
  Accounts payable                                                   $  8,996,937           $  7,668,394
  Assumed liabilities - current portion                                 2,075,574              2,480,921
  Accrued expenses and other current liabilities                        2,990,599              3,633,318
  Loans payable to related party                                          869,735                713,930
  Notes payable - current portion                                         957,184                333,764
  Capital lease obligations - current portion                             183,754                138,474
  Billings in excess of costs and estimated earnings on
   uncompleted contracts                                                2,164,515                536,825
  Current liabilities - discontinued operations                         5,085,868              5,625,834
                                                                     ------------           ------------

      Total current liabilities                                        23,324,166             21,131,460
                                                                     ------------           ------------
LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                                 --                 28,375
  Capital lease obligations - net of current portion                      504,764                450,342
  Notes payable - net of current portion                                2,224,753              1,587,937
  Other long-term liabilities                                              21,661                 21,661
  Long-term liabilities - discontinued operations                          74,861                254,826
                                                                     ------------           ------------
      Total long-term liabilities                                       2,826,039              2,343,141
                                                                     ------------           ------------

      Total liabilities                                                26,150,205             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                                           88,607,149             88,250,203
  Accumulated deficit                                                 (39,130,130)           (29,858,319)
                                                                     ------------           ------------
      Total Amincor shareholders' equity                               49,507,426             58,422,291
                                                                     ------------           ------------

NONCONTROLLING INTEREST EQUITY                                         (1,959,602)            (1,478,617)
                                                                     ------------           ------------
      Total equity                                                     47,547,824             56,943,674
                                                                     ------------           ------------

      Total liabilities and shareholders' equity                     $ 73,698,029           $ 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
                  Nine Months Ended September 30, 2011 and 2010
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,      Nine Months Ended September 30,
                                                          2011              2010               2011              2010
                                                      ------------      ------------       ------------      ------------
                                                     (consolidated)      (combined)       (consolidated)      (combined)
<S>                                                   <C>               <C>                <C>               <C>
Net revenues                                          $ 15,073,125      $ 16,655,373       $ 44,907,208      $ 50,927,138

COST OF REVENUES                                        12,593,955        13,763,208         35,229,820        39,354,254
                                                      ------------      ------------       ------------      ------------

      Gross profit                                       2,479,170         2,892,165          9,677,388        11,572,884

SELLING, GENERAL AND ADMINISTRATIVE                      2,835,574         3,486,057         12,902,862        11,035,650
                                                      ------------      ------------       ------------      ------------

(Loss) income from operations                             (356,404)         (593,892)        (3,225,474)          537,234
                                                      ------------      ------------       ------------      ------------
OTHER EXPENSES (INCOME):
  Interest expense, net                                    446,047           912,147          1,050,408         1,479,706
  Other expenses (income)                                 (156,431)         (429,349)          (552,179)         (322,847)
                                                      ------------      ------------       ------------      ------------

      Total other expenses (income)                        289,616           482,798            498,229         1,156,859
                                                      ------------      ------------       ------------      ------------

Loss before provision for income taxes                    (646,020)       (1,076,690)        (3,723,703)         (619,625)

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

Net loss from continuing operations                       (646,020)         (956,690)        (3,723,703)         (619,625)
                                                      ------------      ------------       ------------      ------------

Loss from discontinued operations                       (1,327,637)       (1,917,166)        (6,029,093)       (4,516,875)

Net loss                                                (1,973,657)       (2,873,856)        (9,752,796)       (5,136,500)
                                                      ------------      ------------       ------------      ------------

Net loss attributable to non-controlling interests        (303,808)         (181,935)          (480,985)         (267,758)
                                                      ------------      ------------       ------------      ------------

Net loss attributable to Amincor stockholders         $ (1,669,849)     $ (2,691,921)      $ (9,271,811)     $ (4,868,742)
                                                      ============      ============       ============      ============
NET LOSS PER SHARE FROM CONTINUING OPERATIONS -
BASIC AND DILUTED:
  Net loss from continuing operations
   attributable to Amincor stockholders               $      (0.02)     $      (0.03)      $      (0.13)     $      (0.02)
                                                      ============      ============       ============      ============
  Weighted average shares outstanding -
   basic and diluted                                    28,654,671        35,303,082         28,654,671        35,303,082
                                                      ============      ============       ============      ============
NET LOSS PER SHARE ATTRIBUTABLE TO AMINCOR
STOCKHOLDERS - BASIC AND DILUTED:
  Net loss attributable to Amincor stockholders       $      (0.06)     $      (0.08)      $      (0.32)     $      (0.14)
                                                      ============      ============       ============      ============
  Weighted average shares outstanding -
   basic and diluted                                    28,654,671        35,303,082         28,654,671        35,303,082
                                                      ============      ============       ============      ============
</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
                  Nine Months Ended September 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             --    $         --
                                  ------------    ------------   ------------    ------------   ------------    ------------
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 September 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
                                  ------------    ------------   ------------    ------------   ------------    ------------
Vesting of stock options                    --              --             --              --             --              --

Net loss                                    --              --             --              --             --              --
                                  ------------    ------------   ------------    ------------   ------------    ------------
Balance at September 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     $(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                                         --       (4,868,742)        (267,758)      (5,136,500)
                                       ------------     ------------     ------------     ------------
Balance at September 30, 2010
 (unaudited)                           $ 48,934,158     $(27,270,366)    $ (1,475,605)    $ 20,225,243
                                       ============     ============     ============     ============
Balance at December 31, 2010
 (audited)                             $ 88,250,203     $(29,858,319)    $ (1,478,617)    $ 56,943,674
                                       ------------     ------------     ------------     ------------
Vesting of stock options                    356,946               --               --          356,946

Net loss                                         --       (9,271,811)        (480,985)      (9,752,796)
                                       ------------     ------------     ------------     ------------
Balance at September 30, 2011
 (unaudited)                           $ 88,607,149     $(39,130,130)    $ (1,959,602)    $ 47,547,824
                                       ============     ============     ============     ============
</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
                Nine Months Ended September 30, 2011 and 2010
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                                 2011                   2010
                                                                             ------------           ------------
                                                                            (consolidated)           (combined)

<S>                                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                        $ (3,723,703)          $   (619,625)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Depreciation and amortization of property and equipment                    1,523,549                645,646
     Amortization of intangible assets                                          1,427,802              1,403,502
     Amortization of deferred financing cost                                      117,369                117,351
     Stock based compensation                                                     356,946                     --
     Gain on sale of equipment                                                    (73,689)                    --
     Provision for doubtful accounts                                               (8,600)              (940,961)
  Changes in assets and liabilities:
     Accounts receivable                                                       (1,740,797)               349,604
     Due from factor - related party                                                   --             (2,053,181)
     Inventory                                                                 (1,178,526)              (402,522)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                   (674,945)              (960,041)
     Construction in process                                                           --                113,336
     Prepaid expenses and other current assets                                   (140,446)                31,507
     Other assets                                                                (191,944)                18,000
     Accounts payable                                                           2,308,909              2,243,015
     Accrued expenses and other current liabilities                              (642,719)             1,275,686
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                  1,627,690              2,046,231
     Billings on construction                                                          --             (1,357,778)
                                                                             ------------           ------------
NET CASH (USED IN) PROVIDED BY OPERATIONS - CONTINUING OPERATIONS              (1,013,104)             1,909,770
                                                                             ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                            (174,554)              (206,268)
  Proceeds from sale of equipment                                                 113,220                     --
                                                                             ------------           ------------
NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS                     (61,334)              (206,268)
                                                                             ------------           ------------
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                                 2011                   2010
                                                                             ------------           ------------
                                                                            (consolidated)           (combined)

<S>                                                                          <C>                    <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayments to related parties                                            (1,542,700)            (5,577,670)
  Net proceeds from loans with related parties                                         --              5,697,325
  Principal payments of capital lease obligations                                (103,954)               (12,288)
  Net payments of notes payable                                                   238,646                126,432
  Payments of assumed liabilities                                                (791,039)            (2,117,881)
                                                                             ------------           ------------
NET CASH USED IN FINANCING ACTIVITIES - CONTINUING OPERATIONS                  (2,199,047)            (1,884,082)
                                                                             ------------           ------------

Net cash used in operating activities - discontinued operations                (2,356,364)               (22,839)
Net cash provided by investing activities - discontinued operations             3,845,000                107,711
Net cash provided by (used in) financing activities - discontinued
 operations                                                                      (179,965)               (84,872)
                                                                             ------------           ------------

Decrease in cash                                                               (1,964,814)              (180,580)

Cash, beginning of period                                                       2,607,325                325,359
                                                                             ------------           ------------

Cash, end of period                                                          $    642,511           $    144,779
                                                                             ============           ============

Supplemental disclosure of cash flow information:
  Cash paid during the nine months ended September 30,
   Interest                                                                  $   172,348           $  2,233,637
                                                                             ===========           ============
  Income taxes                                                               $    42,340           $     30,829
                                                                             ===========           ============
Non-cash investing activities:
  Acquisition of net assets of Environmental Quality Services, Inc.          $        --           $         --
                                                                             ===========           ============
  Acquisition of equipment by capital lease and notes payable                $   203,191           $    170,678
                                                                             ===========           ============
  Conversion of certain accounts payable to notes payable - vendor           $ 1,022,091           $         --
                                                                             ===========           ============
</TABLE>


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

                                       9
<PAGE>
                         Amincor, Inc. and Subsidiaries
        Notes to Consolidated or Combined Condensed Financial Statements
                           September 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 Form
10-SB under the Securities  Exchange Act of 1934 (the "Exchange Act") as a shell
company  with the  purpose of finding a suitable  company  for a reverse  merger
transaction.  Joning ceased filing periodic reports  subsequent to its filing of
its  Form  10-QSB  on  October  24,  2004 as it did not have  the  personnel  or
resources to continue the filings and there was no operating business or pending
business  transactions.  Therefore  Joning was  delinquent  in its  Exchange Act
reporting obligations from the filing of its Form 10-Q for the quarter ended May
30, 2004 (which it filed on October 25, 2004) until June 2, 2008 when it 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 September 30, 2011, Amincor operates the following entities:

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

BPI

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

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.

                                       10
<PAGE>
EQS

EQS provides  environmental  and hazardous waste testing in the Northeast United
States.

DISCONTINUED OPERATIONS

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.

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.

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

     Epic Sports International, Inc. ("ESI")

ESI

ESI was 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 was to design  and  marketing  these  tennis
branded products.

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

                                       11
<PAGE>
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 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.  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.

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.

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.

Tyree uses the percentage-of-completion  method, which recognizes income as work
on  a  contract  progresses.  Under  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

                                       12
<PAGE>
represents  revenues  recognized  in excess of amounts  billed  and 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.

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

                                       13
<PAGE>
likely than not that  impairment  may have  occurred.  If the carrying  value of
goodwill or an  indefinite-lived  intangible  asset  exceeds its fair value,  an
impairment loss is recognized.

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

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.  An  impairment of $467,870 was recorded on the goodwill of
ESI as of September 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 and effective  September 30, 2011
the Company discontinued the operations of Epic Sports International,  Inc. As a
result,  losses  from  Masonry,  Tulare  and ESI are  included  in the loss from
discontinued  operations in the accompanying  financial statements for the three
and nine months ended September 30, 2011,  respectively.  Assets and liabilities
related to  discontinued  operations  are  presented  separately  on the balance
sheets as of September 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 nine months ended  September  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,  Tulare and ESI have been segregated
from continuing operations and reported as discontinued operations:

                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                       Three Months Ended                   Nine Months Ended
                                                          September 30,                        September 30,
                                                    2011              2010               2011              2010
                                                ------------      ------------       ------------      ------------
<S>                                             <C>               <C>                <C>               <C>
Results From Discontinued Operations:
  Net revenues from discontinued operations     $     28,321      $  4,715,538       $  4,600,040      $ 16,384,373
  Loss from discontinued operations             $ (1,327,637)     $ (1,917,166)      $ (6,029,093)     $ (4,516,875)
</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>
                                                        September 30,           December 31,
                                                            2011                   2010
                                                        ------------           ------------
<S>                                                     <C>                    <C>
Accounts receivable                                     $         --           $    303,364
Inventories                                                  114,923              1,098,716
Prepaid expenses and other current assets                     30,234                199,188
Property, plant and equipment, net                           932,603              2,379,035
Goodwill and other intangible assets                              --              1,473,558
Other assets                                                 461,667                298,263
                                                        ------------           ------------
      Total assets                                      $  1,539,427           $  5,752,124
                                                        ============           ============

Accounts payable                                        $  4,292,024           $  4,723,243
Accrued expenses and other current liabilities               793,844                902,591
Other Long Term Liabilities                                   74,861                254,826
                                                        ------------           ------------
      Total Liabilities                                 $  5,160,729           $  5,880,660
                                                        ============           ============
Net Liabilities                                         $ (3,621,302)          $   (128,536)
                                                        ============           ============
</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,
     *    Finished bakery goods.

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

<TABLE>
<CAPTION>
                                                        September 30,           December 31,
                                                            2011                   2010
                                                         ----------             ----------
<S>                                                      <C>                    <C>
Raw materials                                            $4,055,311             $3,083,440
Ingredients                                                 434,719                286,422
Finished goods                                               58,358                     --
                                                         ----------             ----------
                                                         $4,548,388             $3,369,862
                                                         ==========             ==========
</TABLE>

5. PROPERTY, PLANT, AND EQUIPMENT

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

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                      Range of Estimated        September 30,          December 31,
                                         Useful Lives               2011                  2010
                                         ------------           ------------          ------------
<S>                                     <C>                     <C>                   <C>
Land                                      n/a                   $    917,054          $    917,054
Machinery and equipment                   2 - 10 years             9,215,110             8,894,141
Furniture and fixtures                    5 - 10 years               110,439               110,438
Building and leasehold improvements       10 years                 4,126,641             3,679,424
Computer equipment and software           5 - 7 years                779,547               706,162
Construction in progress                  n/a                         14,801                56,801
Vehicles                                  3 - 10 years             2,836,924             3,084,966
                                                                ------------          ------------
                                                                  18,000,516            17,448,986
Less accumulated depreciation                                      3,678,377             2,358,022
                                                                ------------          ------------
                                                                $ 14,322,139          $ 15,090,964
                                                                ============          ============
</TABLE>

Property, plant, and equipment include items under capital leases of $863,999 as
of  September  30,  2011 and  $660,808  as of  December  31,  2010.  Accumulated
depreciation  includes  $118,001  and  $47,201  related  to  those  items  as of
September 30, 2011 and December 31, 2010, respectively.

Total depreciation expense related to continuing  operations for the nine months
ended  September 30, 2011 and 2010, was  $1,523,550 and $645,646,  respectively.
Total depreciation expense related to continuing operations for the three months
ended September 30, 2011 and 2010 was $493,921 and $207,136, 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
September 30, 2011 and December 31, 2010:

<TABLE>
<CAPTION>
                                      Range of Estimated        September 30,          December 31,
                                         Useful Lives               2011                  2010
                                         ------------           ------------          ------------
<S>                                     <C>                     <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                     --                    --
                                                                ------------          ------------
                                                                  15,025,000            14,863,000
Less Accumulated Amortization                                      6,390,170             4,962,368
                                                                ------------          ------------
                                                                $  8,634,830          $  9,900,632
                                                                ============          ============
</TABLE>

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

Amortization expense related to continuing  operations for the nine months ended
September  30,  2011 and  2010  was  $1,427,804  and  $1,403,502,  respectively.
Amortization expense related to continuing operations for the three months ended
September 30, 2011 and 2010 was $475,934 and $467,834, respectively.

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

                                       16
<PAGE>
7. LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                          September 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                                                      $  1,930,279           $   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%                                                  751,657               454,221
                                                          ------------          ------------

Total                                                     $  3,181,937          $  1,921,701
                                                          ------------          ------------

Less current portion                                           869,735               713,930
                                                          ------------          ------------

Long-term portion                                         $  2,312,202          $  1,207,771
                                                          ============          ============
</TABLE>

8. LOANS FROM RELATED PARTIES

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

<TABLE>
<CAPTION>
                                                          September 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         $    494,561          $    713,930
borrowing of $800,000

Group,  LLC  which  expires  on August  15,  2014
bearing  interest  at  18%  per  annum.   Maximum
borrowing of $600,000                                     $    375,175                    --
                                                          ------------          ------------

Total loans and amounts payable to related parties        $    869,736          $    713,930
                                                          ============          ============
</TABLE>

Interest expense for these loans amounted to  approximately  $132,711 and $0 for
the nine  months  ended  September  30,  2011 and 2010,  respectively.  Interest
expense for these loans amounted to  approximately  $37,667 and $0 for the three
months ended September 30, 2011 and 2010, respectively.

                                       17
<PAGE>
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%.

On September 1, 2011 the  Company's  Board of Directors  granted an aggregate of
485,000 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  $1.73,  based on the
estimated  fair  market  value of the  Company's  share price at the date of the
grant. The stock options vest over a two year period.  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 year  expiration
period,  stock price  volatility of 40%,  risk free interest rate of 0.90%,  and
dividend yield of 0%.

Stock based  compensation cost of approximately  $356,946 and $0 is reflected in
selling, general and administrative expenses on the accompanying consolidated or
combined condensed  statements of operations for the nine months ended September
30, 2011 and 2010,  respectively and approximately  $13,921 and $0 for the three
months ended September 30, 2011, and 2010, respectively.

                                       18
<PAGE>
10. OPERATING SEGMENTS

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

<TABLE>
<CAPTION>
                                      September 30,         December 31,
                                          2011                  2010
                                      ------------          ------------
<S>                                   <C>                   <C>
TOTAL ASSETS:
  Amincor                             $  3,596,980          $  4,675,136
  Other Assets                          20,275,760            26,044,101
  Contract Admin                                --                   197
  BPI                                   16,176,326            14,945,020
  EQS                                    1,262,679                    --
  Tyree                                 30,846,857            29,001,697
  Disc. Ops                              1,539,427             5,752,124
                                      ------------          ------------
      Total assets                    $ 73,698,029          $ 80,418,275
                                      ============          ============

                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
TOTAL CAPITAL EXPENDITURES:
  Amincor                             $         --          $         --      $         --          $         --
  Other Assets                                  --                    --                --                    --
  Contract Admin                                --                    --                --                    --
  BPI                                       36,643                12,847           127,088               106,981
  EQS                                           --                    --                --                    --
  Tyree                                        739               268,274             8,397               276,606
                                      ------------          ------------      ------------          ------------
      Total capital expenditures      $     37,382          $    281,121      $    135,485          $    383,587
                                      ============          ============      ============          ============

                                      September 30,         December 31,
                                          2011                  2010
                                      ------------          ------------
TOTAL GOODWILL:
  Amincor                             $         --          $         --
  Other Assets                                  --                    --
  Contract Admin                                --                    --
  BPI                                    7,770,900             7,770,900
  EQS                                      207,997                    --
  Tyree                                  7,575,500             7,575,500
                                      ------------          ------------
Total goodwill                        $ 15,554,397          $ 15,346,400
                                      ============          ============
</TABLE>

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                      September 30,         December 31,
                                          2011                  2010
                                      ------------          ------------
<S>                                   <C>                   <C>
TOTAL INTANGIBLE ASSETS:
  Amincor                             $         --          $         --
  Other Assets                                  --                    --
  Contract Admin                                --                    --
  BPI                                    5,386,171             5,959,846
  EQS                                      137,700                    --
  Tyree                                  6,406,359             7,236,186
                                      ------------          ------------
Total intangible assets               $ 11,930,230          $ 13,196,032
                                      ============          ============

                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
NET REVENUES:
  Amincor                             $         --          $         --      $         --          $         --
  Other Assets                                  --                    --                --                    --
  Contract Admin                               395                    --               395                    --
  BPI                                    3,968,096             3,307,880        11,228,743             9,907,509
  EQS                                      260,839                    --           778,502                    --
  Tyree                                 10,843,795            13,347,493        32,899,569            41,019,629
                                      ------------          ------------      ------------          ------------
Net revenues                          $ 15,073,125          $ 16,655,373      $ 44,907,208          $ 50,927,138
                                      ============          ============      ============          ============

                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES:
  Amincor                             $  1,246,436          $   (364,858)     $   (768,133)         $   (364,859)
  Other Assets                            (773,240)                   --        (1,243,208)                   --
  Contract Admin                                --                    --               395                    --
  BPI                                      346,813               (43,012)        1,282,486              (229,584)
  EQS                                     (245,658)                   --          (594,194)
  Tyree                                 (1,220,370)             (668,819)       (2,401,047)              (25,181)
                                      ------------          ------------      ------------          ------------
Income (loss) before Provision
 for Income Taxes                     $   (646,020)         $ (1,076,690)     $ (3,723,703)         $   (619,625)
                                      ============          ============      ============          ============
</TABLE>

                                       20
<PAGE>
<TABLE>
<CAPTION>
                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
<S>                                   <C>                   <C>               <C>                   <C>
DEPRECIATION OF PROPERTY
AND EQUIPMENT:
  Amincor                             $         --          $         --      $         --          $         --
  Other Assets                             250,021                    --           750,063                    --
  Contract Admin                                --                    --                --                    --
  BPI                                        2,755                    --             5,896                    --
  EQS                                       25,643                    --            76,390                    --
  Tyree                                    215,681               207,136           691,200               645,646
                                      ------------          ------------      ------------          ------------
Total depreciation of property
 and equipment                        $    493,921          $    207,136      $  1,523,550          $    645,646
                                      ============          ============      ============          ============

                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
AMORTIZATION OF INTANGIBLE
ASSETS:
  Amincor                             $         --          $         --      $         --          $         --
  Other Assets                                  --                    --                --                    --
  Contract Admin                                --                    --                --                    --
  BPI                                      191,225               191,225           573,675               573,675
  EQS                                        8,100                    --            24,300                    --
  Tyree                                    276,609               276,609           829,827               829,827
                                      ------------          ------------      ------------          ------------
Total amortization of intangible
 assets                               $    475,934          $    467,834      $  1,427,802          $  1,403,502
                                      ============          ============      ============          ============

                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                      ----------------------------------      ----------------------------------
                                          2011                  2010              2011                  2010
                                      ------------          ------------      ------------          ------------
INTEREST (INCOME) EXPENSE:
  Amincor                             $   (117,512)         $         --      $   (602,426)         $         --
  Other Assets                                  --                    --                --                    --
  Contract Admin                                --                    --                --                    --
  BPI                                       66,261               155,779           197,430               435,172
  EQS                                       31,810                    --            44,382                    --
  Tyree                                    465,488               756,368         1,411,022             1,044,534
                                      ------------          ------------      ------------          ------------
Total interest expense, net           $    446,047          $    912,147      $  1,050,408          $  1,479,706
                                      ============          ============      ============          ============
</TABLE>

                                       21
<PAGE>
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.

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.

                                       22
<PAGE>
In 2011,  management  expects to list the property  formerly  occupied by Tulare
Frozen Foods in Lindsay,  CA for sale for  approximately  $2,000,000.  BPI has a
USDA  loan  proposal  of $5.0  million  from an Iowa bank and is  awaiting  USDA
approval.

The Company has filed a Form 10 Registration  Statement with the SEC to register
its Class A and Class B common shares. Once the Registration  Statement has been
approved by the SEC the Company  intends to seek to have its shares listed to be
publicly  traded and thereafter to raise capital  through the sale of its equity
securities.

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 September 30, 2012.

13. SUBSEQUENT EVENTS

The Company has evaluated  subsequent events from the balance sheet date through
the date the accompanying  consolidated  condensed  financial  statements became
available to be issued. There were no material subsequent events.

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

                                  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 September 30, 2011, Amincor operates the following entities:

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

BPI

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

EQS

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

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.

ESI

ESI was 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 was to design  and  marketing  these  tennis
branded products.

                                       24
<PAGE>
In September 2011, ESI received notice of termination of the Volkl license.  ESI
was formerly 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 disclosed in our June 30, 2011 Form 10-Q and as discussed in more
detail below, Amincor management made the decision to discontinue the operations
of Masonry due to lack of  profitability  and is in the process of winding  down
and liquidating the assets of Masonry.

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  disclosed  in our June 30,  2011 Form 10-Q and as  discussed  in more detail
below,  Amincor  management  made the decision to discontinue  the operations of
Tulare due to lack of  profitability  and is in the process of winding  down and
liquidating the assets of Tulare.

                                  AMINCOR, INC.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended  September  30, 2011,  cash flows used in operating
activities  were  $1,103,104.  This was  principally due to loss from continuing
operations  and an  increase  in  both  accounts  receivable  and  inventory  of
approximately  $2.9  million.   The  increase  in  accounts  receivable  can  be
attributed to the acquisition of EQS to our consolidated financials in the first
quarter of 2011 and additional customers associated with the South Street Bakery
in the third quarter of 2011. This was offset, in part by a decrease in accounts
payable and billings in excess of costs and  estimated  earnings on  uncompleted
contracts.

For the nine months  ended  September  30,  2011,  cash flows used in  investing
activities  were  $61,334  mainly due to the leasing of  additional  vehicles by
Tyree and additional  equipment  purchased by Baker's Pride.  This was partially
offset by the sale of some unutilized equipment by Tyree.

For the nine months ended September 30, 2010, cash used in financing  activities
was $2,199,047  mainly due to the repayment of our related party  borrowings and
payments of assumed liabilities.

For  the  nine  months  ended  September  30,  2011,   total  cash  provided  by
discontinued operations was $1,308,671. Cash provided by discontinued operations
is primarily  related to the sale of assets of  discontinued  operations  and is
partially offset by continuing net operating losses.

                                       25
<PAGE>
As of  September  30,  2011,  the  Company  had a  working  capital  deficit  of
approximately  $2.4 million and an accumulated  deficit of  approximately  $39.1
million. 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 for the Company
will  remain a  challenge.  Management  is engaged in several  projects to raise
capital at this time for the Company. Reducing the impact of negative cash flows
associated with discontinued  operations of Masonry,  Tulare and Epic 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 the USDA loan  through a bank which will
increase  products  offered to the market and increase cash flow and EBIDTA once
implemented.  Management  continues to work with Tyree's  management  to further
reduce overhead  expenditures so that it can better manage its accounts  payable
and serve its customers  better.  Management  believes that they have sufficient
access to working capital to operate the business through September 30, 2012.

DISCONTINUED OPERATIONS

On June 30, 2011,  management  elected to discontinue  the operations of Masonry
Supply  Holding  Corp.  and Tulare  Frozen  Foods,  LLC. On September  30, 2011,
management  elected to discontinue the operations of Epic Sports  International,
Inc.

With respect to Masonry,  continued reduced demand for construction materials as
a result of the recession  has made it difficult  for Masonry to compete  within
their  industry.  Competitors  of Masonry have been selling their products below
their  costs  in an  attempt  to  maintain  a  larger  portion  of  the  overall
diminishing  market share.  After an analysis of trends from January through May
of 2011, it became clear 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 their
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,  due to the aforementioned  loss
on sales, 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 major competitors paying
higher  amounts  for raw product  alongside  selling  their  products at reduced
profit margins through June 2011.  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 remain competitive 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  expenditures 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

                                       26
<PAGE>
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.

With  respect  to  Epic,  management  determined,  after  reviewing  the  market
potential for the niche brand of Volkl Tennis,  that it was highly unlikely that
Epic  could  sustain  operations  from its own  cash  flow  without  substantial
financial  support from its parent.  The decision to discontinue  operations was
made after  evaluating the impact that the Samsung  financing and the additional
capital  provided by its parent have had on operations  over the last 12 months.
In addition,  the Volkl  license was  terminated  in September  2011,  providing
further support for management's decision to discontinue the operations of Epic.

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

RESULTS FROM  OPERATIONS FOR THE NINE MONTH PERIOD ENDED  SEPTEMBER 30, 2011 AND
2010

NET REVENUE

Net  revenue  for the  nine  month  period  ended  September  30,  2011  totaled
$44,907,208  compared to net revenues of  $50,927,138  for the nine month period
ended   September  30,  2010,  a  decrease  in  net  revenue  of  $6,019,930  or
approximately  11.8%.  The primary  reason for the  decrease in net  revenues is
related  to  Tyree's  operations.  Tyree's  net  revenues  decreased  by over $8
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 nine months
ended  September  30, 2011.  A detailed  analysis of each  subsidiary  company's
individual  net  revenue  can be  found  within  their  respective  management's
discussions and analysis sections of this Form 10-Q

COST OF REVENUES

Cost of revenues  for the nine month  period  ended  September  30, 2011 totaled
$35,229,820 or  approximately  78.5% of net revenues  compared to $39,354,254 or
approximately  77.3% of net revenues  for the nine month period ended  September
30,  2010.  Cost of revenue was  relatively  unchanged  as a  percentage  of net
revenues  between the nine month period ended  September  30, 2011 and September
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 nine month period ended  September  30, 2011 totaled
$12,902,862  compared to $11,035,650  for the nine month period ended  September
30,  2010,  an increase in operating  expenses of  $1,867,212  or  approximately
16.9%. A detailed  analysis of each subsidiary  company's  individual  operating
expenses can be found  within  their  respective  management's  discussions  and
analysis sections of this Form 10-Q.

                                       27
<PAGE>
(LOSS) INCOME FROM OPERATIONS

Loss from  operations for the nine month period ended September 30, 2011 totaled
($3,225,474)  compared to an income  from  operations  of $537,234  for the nine
month period ended  September 30, 2010,  an increase in loss from  operations of
$3,762,710.  The  primary  reason for the  increase in loss from  operations  is
related to the decreases in net revenues and the increases in operating expenses
as noted above.

OTHER EXPENSES

Other  expenses  for the nine month  period  ended  September  30, 2011  totaled
$498,229  compared to $1,156,859  for the nine month period ended  September 30,
2010,  a decrease in other  expenses of $658,631  or  approximately  56.9%.  The
primary  reason for the decrease in other  expenses is related to lower interest
expense due to more intercompany financing of debt in 2011.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from continuing operations totaled $3,723,703 for the nine month period
ended  September  30, 2011  compared to $619,625 for the nine month period ended
September  30,  2010,  an increase  in net loss from  continuing  operations  of
$3,104,078 or approximately  501.0%.  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.

NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from  discontinued  operations  totaled  $6,029,093 for the nine months
ended  September  30, 2011  compared  to  $4,516,875  for the nine months  ended
September  30,  2010,  an increase in net loss of  $1,512,218  or  approximately
33.5%.  The net loss from  discontinued  operations  related to  Masonry  Supply
Holding  Corp.  was  $3,555,482  for the nine months  ended  September  30, 2011
compared to $1,654,934 for the nine months ended September 30, 2010, an increase
in net loss of $1,900,548 or  approximately  114.8%.  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 $1,854,010
for  the  nine  months  ended  September  30,  2011  compared  to a net  loss of
$1,536,623 for the nine months ended September 30, 2010, an increase in net loss
of $317,387 or  approximately  20.7%. The primary reason for the increase in net
loss related to the operations of Tulare Frozen Foods,  LLC was the inability of
the Tulare to increase prices related to rising raw material costs. The net loss
from  discontinued  operations  related to Epic Sports  International,  Inc. was
$619,601 for the nine months ended  September 30, 2011 compared to a net loss of
$1,325,318 for the nine months ended  September 30, 2010, a decrease in net loss
of $705,717 or  approximately  53.2%. The primary reason for the decrease in net
loss was due to overhead  reductions  related to  marketing  and  promotions,  a
reduction in staff and reductions on third party consulting.

                                       28
<PAGE>
NET LOSS

Net loss totaled  $9,752,796 for the nine month period ended  September 30, 2011
compared to  $5,136,500  for the nine month period ended  September 30, 2010, an
increase in net loss of $4,616,296 or  approximately  89.9%.  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 write offs and write down 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 SEPTEMBER 30, 2011 AND
2010

NET REVENUES

Net  revenue  for the three  month  period  ended  September  30,  2011  totaled
$15,073,125  compared to $16,655,373  for the three month period ended September
30, 2010, a decrease in net revenues of $1,582,248 or  approximately  9.5%.  The
primary reason for the decrease in net revenues is related to Tyree. Tyree's net
revenues  decreased by over $2 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  September 30, 2011. A detailed  analysis of
each  subsidiary  company's  individual  net  revenues can be found within their
respective management's discussion and analysis sections of this Form 10-Q.

COST OF REVENUES

Cost of revenues  for the three month period  ended  September  30, 2011 totaled
$12,593,955 or  approximately  83.6% of net revenues  compared to $13,763,208 or
approximately  82.6% of net revenues for the three month period ended  September
30, 2010.  Cost of revenues  was  relatively  unchanged  as a percentage  of net
revenues  between the three month period ended  September 30, 2011 and September
30, 2010. A detailed  analysis of each subsidiary  company's  individual cost of
revenues  can be found  within  their  respective  management's  discussion  and
analysis sections of this Form 10-Q.

OPERATING EXPENSES

Operating  expenses for the three month period ended  September 30, 2011 totaled
$2,835,574 compared to $3,486,057 for the three month period ended September 30,
2010, a decrease in operating  expenses of $650,843 or approximately  18.7%. The
primary  reason  for  the  decrease  in  operating  expenses  was  related  to a
significant  reduction of Amincor's accounts payable balances through negotiated
settlements with various service providers and vendors.

LOSS FROM OPERATIONS

Loss from operations for the three month period ended September 30, 2011 totaled
$356,404  compared to $593,892 for the three month period  ended  September  30,
2010, a decrease in loss from operations of $237,488 or approximately 40.0%. The
primary  reason  for the  decrease  in loss from  operations  is  related to the
decreases in operating expenses as noted above.

                                       29
<PAGE>
OTHER EXPENSES

Other  expenses  for the three month  period  ended  September  30, 2011 totaled
$289,616  compared to $482,798 for the three month period  ended  September  30,
2010,  a decrease in other  expenses of $193,182  or  approximately  40.0%.  The
primary  reason for the decrease in other  expenses is related to lower interest
expense due to more intercompany financing of debt in 2011

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations for the three month period ended September
30, 2011 totaled $646,020  compared to $956,690 for the three month period ended
September  30,  2010,  a  decrease  in  loss  from  operations  of  $310,670  or
approximately 32.5%. The primary reason for the decrease in loss from operations
is related to the decrease in operating expenses.

NET LOSS FROM DISCONTINUED OPERATIONS

Net loss from discontinued  operations  totaled  $1,327,637 for the three months
ended  September  30, 2011  compared to a net loss of  $1,917,166  for the three
months  ended  September  30,  2011,  a  decrease  in net  loss of  $589,530  or
approximately  30.8%.  The net loss  from  discontinued  operations  related  to
Masonry  Supply  Holding  Corp.  was  $326,145  for the three month period ended
September 30, 2011 compared to a net loss of $274,703 for the three month period
ended  September 30, 2010,  an increase in net loss of $51,442 or  approximately
18.7%.  The  primary  reason  for the  increase  in net loss was  related to the
cessation of Masonry's  business which caused additional write downs of accounts
receivable and inventory as the Company prepared for the expected liquidation of
those assets. The net loss from discontinued operations related to Tulare Frozen
Foods,  LLC was $363,422 for the three months ended  September 30, 2011 compared
to a net loss of  $1,026,409  for the three months ended  September  30, 2010, a
decrease in net loss of $662,987 or approximately  64.6%. The primary reason for
the  decrease  in net loss was  related to  significant  reductions  in overhead
expenses  associated with the shutdown of Tulare's  facility.  The net loss from
discontinued operations related to Epic Sports International,  Inc. was $638,070
for the three months ended September 30, 2011 compared to a net loss of $616,055
for the three  months  ended  September  30,  2010,  an  increase in net loss of
$22,016 or  approximately  3.6%. The primary reason for the increase in net loss
was related to asset write downs  associated  with the  discontinuation  of Epic
including an increase in the reserve of Epic's  accounts  receivable and a write
off of all intangible assets.

NET LOSS

Net loss for the three month period ended September 30, 2011 totaled  $1,973,657
compared to  $2,873,856  for the three month period ended  September 30, 2010, a
decrease in net loss of $900,201 or approximately  31.3%. The primary reason for
the decrease in net loss is related to the decreases in operating expenses.

                                       30
<PAGE>
                               BAKER'S PRIDE, INC.

RESULTS FROM  OPERATIONS FOR THE NINE MONTH PERIOD ENDED  SEPTEMBER 30, 2011 AND
2010

SEASONALITY

During the nine months ended  September 30, 2011,  Baker's Pride began producing
cookies  at  its  South  Street  Bakery  facility.  Seasonality  influences  the
operations  of the South Street  Bakery  facility as cookie sales are  typically
higher  during the winter  holiday  season when  compared to the summer  season;
while the operations of the Jefferson Street and Mt. Pleasant Street  facilities
are not influenced by seasonality.

NET REVENUES

Net  revenues  for the nine  month  period  ended  September  30,  2011  totaled
$11,228,743 compared to $9,907,509 for the nine month period ended September 30,
2010, an increase of $1,321,234 or  approximately  13.3%.  Revenue was primarily
generated by Baker's  Pride's  Jefferson  Street  Bakery,  Inc. with  additional
revenue being generated by Baker's Pride's South Street Bakery, Inc. subsidiary.

Baker's  Pride's bread category sales for the nine month period ended  September
30, 2011 totaled  $10,079,965  compared to $9,143,200  for the nine month period
ended  September  30, 2010,  an increase of $936,765;  or  approximately  10.2%.
Baker's  Pride's  donut  category for the nine month period ended  September 30,
2011  totaled  $862,975  compared to $764,309  for the nine month  period  ended
September  30,  2010 an  increase  of $98,666 or  approximately  12.9%.  Baker's
Pride's  newest  category;  cookies  showed sales of $285,803 for the nine month
period ended  September  30, 2011 compared to $0 for the nine month period ended
September 30, 2010, an increase of $285,803 or 100%.

COST OF REVENUES

Cost of revenues  for the nine month  period  ended  September  30, 2011 totaled
$7,988,598  or  approximately  71.1% of net revenue,  compared to  $6,706,454 or
approximately 67.7% of net revenue for the nine month period ended September 30,
2010.  The  increase  in cost of  revenue  was  primarily  the result of Baker's
Pride's direct materials (ingredients and packaging) cost increasing by $703,094
with income  increasing  by only  $661,078 due to a lag time in gaining  pricing
improvement  due to competitive  conditions and time required for  negotiations.
Cost of revenue was affected by an increase in related  expenses  such as energy
costs, vehicle expenses and operating supplies.  Repairs and maintenance expense
increased due to upgrades to Baker's Pride's  Jefferson Street  facility.  Costs
associated  with the South Street Bakery,  Inc.  production such as ingredients,
packaging and payroll further contributed to the increase in cost of revenues.

OPERATING EXPENSES

Operating  expenses for the nine month period ended  September  30, 2011 totaled
$3,439,939  compared to  $3,052,829  for nine month period ended  September  30,
2010; an increase of $387,110 or approximately  12.7%.  Operating  expenses as a

                                       31
<PAGE>
percentage  of sales are  expected to  decrease as a result of the South  Street
Bakery,  Inc. and Baker's  Pride's Mt. Pleasant Street facility as well as other
business development projects.

INCOME (LOSS) FROM OPERATIONS

Loss from  operations  for the nine month  period ended  September  30, 2011 was
($199,793) or 1.8% of revenue, compared to income from operations of $148,226 or
1.5% of net revenue for the nine month period ended September 30, 2010.

This  decrease  in income  from  operations  for the nine  month  period  ending
September  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 as
well as costs associated with the South Street Bakery, Inc.

In the second quarter of 2011, average wholesale pricing increased adequately to
offset higher input costs.

OTHER INCOME

Other income for the nine month period ending September 30, 2011 totaled $36,914
compared to other income of $57,362 for the nine month period  ending  September
30, 2010, a decrease of $20,440 or approximately  35.63%.  This was due to lower
rental income.

OTHER EXPENSES

Other  expenses  for the nine month  period  ending  September  30, 2011 totaled
$241,013  compared to other expenses for the nine month period ending  September
30, 2010 $435,172, a decrease of $ 194,159 or approximately 44.6%.

NET LOSS

Net loss for the nine month period ending  September  30, 2011 totaled  $403,893
compared to net loss of $229,584 for the nine month period ending  September 30,
2010 an increase of $174,309 or approximately  75.9%.  This increase in net loss
was primarily due to higher cost of goods in the first quarter of 2011 which was
accompanied  by a  competitive  environment  that delayed  pricing  increases to
compensate  for the these  costs.  In  addition,  Baker's  Pride has invested in
upgrades  to its  Jefferson  Street  Bakery  and the costs  associated  with the
leasing of South Street Bakery, Inc. subsidiary.

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

SEASONALITY

During the three months ended September 30, 2011,  Baker's Pride began producing
cookies  at  its  South  Street  Bakery  facility.  Seasonality  influences  the
operations  of the South Street  Bakery  facility as cookie sales are  typically
higher  during the winter  holiday  season when  compared to the summer  season;
while the operations of the Jefferson Street and Mt. Pleasant Street  facilities
are not influenced by seasonality.

                                       32
<PAGE>
NET REVENUES

Net  revenues  for the three month  period  ended  September  30,  2011  totaled
$3,968,096 compared to $3,307,880 for the three month period ended September 30,
2010,  an increase of $660,216 or  approximately  20.0%.  Revenue was  primarily
generated by Baker's  Pride's  Jefferson  Street  Bakery,  Inc. with  additional
revenue being generated by Baker's Pride's South Street Bakery, Inc. subsidiary.

Baker's  Pride's bread category sales for the three month period ended September
30, 2011 totaled  $3,396,259  compared to $3,056,957  for the three month period
ended  September  30,  2010,  an increase of  $339,302 or  approximately  11.1%.
Baker's  Pride donut sales  category for the three month period ended  September
30, 2011 totaled $286,034  compared to $250,923 for the three month period ended
September  30,  2010,  an increase of $35,111 or  approximately  14.0%.  Baker's
Pride's newest category;  cookies,  showed sales of $285,803 for the three month
period ended  September 30, 2011 compared to $0 for the three month period ended
September 30, 2010, an increase of $285,803 or 100.0%.

COST OF REVENUES

Cost of revenue for the three month  period  ended  September  30, 2011  totaled
$2,911,231  or  approximately  73.4% of net revenue,  compared to  $2,256,137 or
approximately  68.2% for the three month period ended September 30, 2010.  Costs
associated with the South Street Bakery, Inc.  production,  such as ingredients,
packaging and payroll contributed to the increase in cost of revenue.

OPERATING EXPENSES

Operating  expenses for the three month period ended  September 30, 2011 totaled
$1,227,972 compared to $1,110,870 for the three month period ended September 30,
2010, an increase of $117,102 or approximately  10.5%.  Operating  expenses as a
percentage  of sales are  expected  to  decrease  as sales of the  South  Street
Bakery,  Inc.  increase and the Mt.  Pleasant Street facility and other business
opportunities come on line.

LOSS FROM OPERATIONS

Loss from  operations  for the three month period ended  September  30, 2011 was
$171,108 or 4.3 % of net revenue, compared to loss from operations of $59,126 or
1.7% of net revenue for the three month period ending  September  30, 2010.  The
costs associated with the South Street Bakery  subsidiary was the primary reason
for the increase in loss from operations.

OTHER INCOME

Other  income for the three month  period  ending  September  30,  2011  totaled
$10,055  compared to $171,893 for the three month period  ending  September  30,
2010,  a decrease of $161,838 or  approximately  94.0%.  In the  September  2010
period, Baker's Pride received $148,495 of income from Baker's Pride's insurance
carrier to cover flood damage.  Non-reoccurring  rental income was reduced based
on the terms of the lease.

                                       33
<PAGE>
OTHER EXPENSES

Other  expenses for the three month  period  ending  September  30, 2011 totaled
$84,261  compared to other expense for the three month period  ending  September
30,  2010 of  $155,779,  a  decrease  of $71,518 or  approximately  45.9%.  This
decrease  was  primarily  related  to a  renegotiated  interest  rate on Baker's
Pride's internal line of credit with Amincor.

NET LOSS

Net loss for the three month period ending  September 30, 2011 totaled  $245,313
compared to net loss of $43,012 for the three month period ending  September 30,
2010,  an increase of $202,301.  This  increase in net loss was primarily due to
costs associated with the South Street Bakery, Inc. subsidiary.

                      ENVIRONMENTAL QUALITY SERVICES, INC.

EQS was formed on January 1, 2011 and as such has no historical  information for
the three and nine  month  period  ended  September  30,  2010 on which a formal
Management's  Discussion and Analysis can be compared to. Management  intends to
file its first MD&A for EQS on our Form 10-Q  filing for the period  ended March
31, 2012.

                              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 this  trend is that the  severe  weather
experienced  in Tyree's  primary  market  area  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 down the borrowing base as the
year progresses as Tyree generates sufficient cash flow.

CREDIT FACILITY

Tyree maintains a $15,000,000  revolving  credit agreement with its Parent which
expires on January 17, 2013.  Borrowings under this agreement are limited to 70%
of eligible accounts  receivable and the lesser of 50% of eligible  inventory or
$4,000,000.  The balances  outstanding  under this agreement were $4,723,636 and
$4,055,948 as of September  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. The annual interest rate charged
on  this  loan  was   approximately   5%  for  calendar  years  2011  and  2010,
respectively.

                                       34
<PAGE>
LIQUIDITY

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

RESULTS FROM  OPERATIONS FOR THE NINE MONTH PERIOD ENDED  SEPTEMBER 30, 2011 AND
2010

NET REVENUES

Net revenues for the nine months ended September 30, 2011 totaled $32,899,569 as
compared to $41,019,629 for the nine months ended September 30, 2010, a decrease
of  $8,120,060  or  approximately  19.8%.  The decrease is due to harsh  weather
encountered  during the first quarter,  the continued  sluggish US economy,  the
effect of  fluctuating  oil prices on Tyree's  major  customers and a deliberate
work slow down by one of Tyree's major customers.  Through the nine months ended
September 30, 2011 sales revenues with Tyree's largest  customer has declined by
$6,726,000,  while revenues  generated from competitive  bidding has declined by
$1,903,000. Because of continued efforts to preserve cash, Tyree slowed payments
to vendors.  This has further impacted 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 nine months  ending  September 30,
2011 and 2010.

                                                  2011                  2010
                                              ------------          ------------
Net revenues
  Service and Construction                    $ 22,810,991          $ 26,710,350
  Environmental, Compliance and
   Engineering                                   9,750,855            13,886,320
  Manufacturing / International                    337,723               422,959
                                              ------------          ------------
      Total                                   $ 32,899,569          $ 41,019,629
                                              ============          ============

Management  believes that revenues  generated from its largest  customer are not
going to rebound to previous  years'  levels.  Also,  management  believes  that
awards  achieved by competitive  bidding will continue to decline year over year
until economic conditions improve.

COST OF REVENUES

Cost  of  revenues  for  the  nine  months  ended  September  30,  2011  totaled
$26,621,526  or  approximately  80.9% of net revenue  compared to $32,647,800 or
79.6%  of net  revenue  for the nine  months  ended  September  30,  2010.  As a
percentage of revenues,  cost of revenues increased during the nine months ended
September  30, 2011 as compared to the nine months ended  September 30, 2010 due
to increases in material prices and labor  inefficiencies.  These were addressed
at the end of the third quarter in 2011 by a  consolidation  of management and a
reduction in the workforce.

                                       35
<PAGE>
OPERATING EXPENSES

Operating  expenses  for the  nine  months  ended  September  30,  2011  totaled
$7,467,597,  or approximately 22.7% of net revenue as compared to $7,681,820, or
approximately 18.7% of net revenue for the nine months ended September 30, 2010,
a decrease of $214,223 or approximately 2.8%. The increase in operating expenses
as a percentage of revenue  during the nine months ended  September 30, 2011 was
due to reduced revenues during the period. As the third quarter came to a close,
management made the determination  that the level of operating  expenses was too
high for the currently forecast level of revenue and instituted a plan to reduce
these costs. This plan included reductions in personnel and other overhead costs
which will result in savings of approximately $2,600,000 per annum.

INCOME (LOSS) FROM OPERATIONS

Loss from  operations  for the nine months  ended  September  30,  2011  totaled
($1,189,554),  or approximately (3.6%) of net revenue, as compared to the income
from operations of $690,008,  or approximately  1.7% of net revenue for the nine
months  ended  September  30,  2010,  a decrease  in income from  operations  of
$1,879,562.  The decrease in income from  operations  was  primarily  due to the
revenue shortfall and cost increases as noted above.

INTEREST EXPENSE

Interest   expense  for  the  nine  months  ended  September  30,  2011  totaled
$1,411,022,  or approximately 4.3% of net revenue as compared to $1,044,534,  or
approximately  2.5% of net revenue for the nine months ended September 30, 2010,
an increase of $366,488 or approximately 35.1%. The increase in interest expense
during the nine months ended September 30, 2011 was primarily due to an increase
in  borrowing  from the  credit  facilities  early in the  period  noted  above.
Borrowings at the end of the period had decreased by $368,982 as compared to the
balance at June 30, 2011.

OTHER INCOME

Other income for the nine months  ended  September  30, 2011  totaled  $2,209 as
compared to other  income of $329,344 for the nine months  ended  September  30,
2010, a decrease in other income of $327,135 or approximately 99.3%. This income
mainly comes from the sale of obsolete equipment and scrap materials.

NET LOSS

Net loss for the nine months  ended  September  30, 2011 totaled  $2,598,367  as
compared to a net loss of $25,181 for the nine months ended  September 30, 2010,
an increase in net loss of  $2,573,185.  The increase in net loss was  primarily
due to the factors noted above.

                                       36
<PAGE>
RESULTS FROM  OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2011 AND
2010

NET REVENUES

Net revenues for the three months ended  September 30, 2011 totaled  $10,843,795
as compared to  $13,347,493  for the three  months ended  September  30, 2010, a
decrease  of  $2,503,698  or  approximately  18.8%.  The  decrease is due to the
continued  sluggish US economy,  the effect of fluctuating oil prices on Tyree's
major  customers  and a  deliberate  work  slow  down  by one of  Tyree's  major
customers.  The  impact of these  customer  issues  during the  quarter  was the
primary  reason  for the  $837,036  reduction  in  revenue  of the  Service  and
Construction  business unit Because of continued efforts to preserve cash, Tyree
continued to slow payments to vendors  during the quarter.  This was the driving
factor for the revenue drop with Environmental,  Compliance & Engineering. Below
is an analysis of revenue by business unit for the three months ending September
30, 2011 and 2010.

                                                  2011                  2010
                                              ------------          ------------
Net revenues
  Service and Construction                    $  7,618,071          $  8,455,107
  Environmental, Compliance and
   Engineering                                   3,140,810             4,877,755
  Manufacturing / International                     84,914                14,631

                                              ------------          ------------
    Total                                     $ 10,843,795          $ 13,347,493
                                              ============          ============

COST OF REVENUES

Cost of  revenues  for  the  three  months  ended  September  30,  2011  totaled
$9,488,751 or approximately  87.5% of net revenue (yielding a 12.5% Gross Profit
(GP) margin) as compared to $11,507,072,  or 86.2% of net revenue. When compared
against 2010,  there was little change in GP margin.  When compared to the prior
quarter's  performance,  the GP margin  decreased  due to  increases in material
prices,  labor  inefficiencies,  and the  completion  of several very low margin
construction projects. These were addressed at the end of the third quarter by a
management  decision to not perform low margin  construction work in the future,
some changes to management structure, and a general reduction in the workforce.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  September  30,  2011  totaled
$2,156,652,  or approximately  19.9% of net revenue  compared to $2,074,188,  or
approximately  15.5% of net revenue for the three  months  ended  September  30,
2010, a decrease of $82,464 or approximately  4.0%. As the third quarter came to
a close,  management made the determination that the level of operating expenses
was too high for the currently  forecast  level of revenue and instituted a plan
to reduce these costs.  This plan  included  reductions  in personnel  and other
overhead  costs which will  result in savings of  approximately  $2,600,000  per

                                       37
<PAGE>
annum with the majority of reductions coming from operating expenses. Management
expects to have all the plans' changes in effect by the end of 2011.

LOSS FROM OPERATIONS

The loss from  operations for the three months ended  September 30, 2011 totaled
$801,608,  or  approximately  7.4% of net revenue,  as compared to the loss from
operations  of  $233,766,  or  approximately  1.8% of net  revenue for the three
months ended  September  30, 2010.  The decrease in profit from  operations  was
primarily due to the revenue shortfall noted above.

INTEREST EXPENSE

Interest expense for the three months ended September 30, 2011 totaled $465,488,
or approximately 4.3% of net revenue compared to $756,368, or approximately 5.7%
of net revenue for the three  months  ended  September  30,  2010, a decrease of
$290,880  or  approximately  38.5%.  Borrowings  at the  end of the  period  had
decreased by $281,538 compared to the balance at June 30, 2011.

OTHER EXPENSE (INCOME)

Other  expense for the three months  ended  September  30, 2011 totaled  $11,045
compared to other income of ($321,315) for the three months ended  September 30,
2010, a decrease in other (income) expense of $332,360. This income mainly comes
from the sale of obsolete equipment and scrap.

NET LOSS

Net loss for the three  months  ended  September  30,  2011  totaled  $1,278,140
compared to a net loss of $548,819  for the three  months  ended  September  30,
2010,  an  increase  in net  loss of  $729,321.  The  increase  in net  loss was
primarily  due to a decrease  in  operating  income of  $51,568,  an increase in
interest expense of $229,139 and a large decrease in other income of $332,360.

                                       38
<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,

                                       39
<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 September 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 September 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 this fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

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

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

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

                                       40
<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, we are 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.

                                       41
<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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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,  STOCK OPTIONS 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 of 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
and/or the exercise  management  stock  options  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

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

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

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

POTENTIAL CONFLICTS OF INTEREST

The directors and officers of the 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  WILL 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  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

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additional  financing  will be  available  on  favorable  terms,  or at all.  If
adequate  funds are not  available  or are not  available on  acceptable  terms,
Amincor  may  not be  able to take  advantage  of  unanticipated  opportunities,
develop new products or otherwise  respond to competitive  pressures,  or may be
forced to curtail  its  business.  In any such  case,  its  business,  operating
results or financial condition would be materially adversely affected.

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:

     *    consumer demand for our products,
     *    the mix of our products' sales,
     *    our ability to collect accounts receivable on a timely basis,
     *    the  ability of  suppliers  to provide the  materials  required in our
          operations, and
     *    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.

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

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

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

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

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                   RISK FACTORS AFFECTING BAKER'S PRIDE, INC.

ONE CUSTOMER ACCOUNTS FOR THE MAJORITY OF BAKER'S PRIDE, INC.'S ("BPI") REVENUE.
THE LOSS OF THIS  CUSTOMER  COULD  ADVERSELY  AFFECT OUR RESULTS OF  OPERATIONS,
FINANCIAL CONDITION, AND PROFITABILITY.

Aldi, Inc. accounts for the majority of BPI's revenue. The loss of Aldi, Inc. or
a significant decline in its credit worthiness would have a materially adverse
effect on BPI's results of operations and financial condition. At minimum, it
would have a materially adverse effect on operations during the short-term until
BPI's was able to generate replacement customers. Other than their relationship
as a customer, Aldi, Inc. is not affiliated with the Registrant or BPI.

DEPENDENCE ON KEY PERSONNEL.

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

CHANGES OF PRICES FOR PRODUCTS.

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

INCREASED COMMODITY PRICES AND AVAILABILITY MAY IMPACT PROFITABILITY.

Many commodity prices have experienced recent volatility. Increases in commodity
prices and availability could have an adverse impact on BPI's profitability.

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

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

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

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

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

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

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

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

           RISK FACTORS AFFECTING ENVIRONMENTAL QUALITY SERVICES, INC.

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

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

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

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

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                   RISK FACTORS AFFECTING TYREE HOLDINGS CORP.

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

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

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

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

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

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

ENVIRONMENTAL  AND  POLLUTION  RISKS  COULD  POTENTIALLY  IMPACT  OUR  FINANCIAL
RESULTS.

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

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

Tyree is subject to potential  liability and  restrictions  under  environmental
laws,  including those relating to treatment,  storage and disposal of gasoline,
discharges to air and water, and the remediation of contaminated  soil,  surface

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water and groundwater. If Tyree does not comply with the requirements that apply
to a particular site or if it operates without  necessary  approvals or permits,
Tyree could be subject to civil, and possibly criminal, fines and penalties, and
may be  required  to  spend  substantial  capital  to bring  an  operation  into
compliance or to temporarily or permanently discontinue activities,  and/or take
corrective  actions.  Those  costs or actions  could be  significant  and impact
Tyree's results of operations, cash flows and available capital.

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

ADVERSE WEATHER LESSENS DEMAND FOR TYREE'S SERVICES.

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

THE FACTORS ABOVE ARE NOT  EXHAUSTIVE.  FOR A MORE COMPLETE LIST OF RISK FACTORS
AFFECTING THE COMPANY AND ITS  SUBSIDIARIES,  PLEASE REFER TO THE COMPANY'S FORM
10-K FILED WITH THE UNITED STATES  SECURITIES  AND EXCHANGE  COMMISSION ON APRIL
18, 2011, AND ANY AMENDMENTS THERETO.

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.

101++     Interactive Data Files pursuant to Rule 405 of Regulation S-T.

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

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<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 21, 2011             By: /s/ John R. Rice, III
                                        ----------------------------------------
                                        John R. Rice, III, President



Date: November 21, 2011             By: /s/ Robert L. Olson
                                        ----------------------------------------
                                        Robert L. Olson, Chief Financial Officer


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