U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)
[X] Annual Report under Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

                   For the fiscal year ended December 31, 2012

[ ] Transition report under Section 13 or 15 (d) of the Securities  Exchange Act
    of 1934 (No fee required)

        For the transition period from _______________ to _______________

                        Commission file number 000-28865

                                  AMINCOR, INC.
             (Exact Name of Registrant as Specified 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, New York        10019
        (Address of Principal Executive Office)                  (Zip Code)

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


              (Former name, former address and former fiscal year,
                          if changed since last report)

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                 Class A Common Stock par value $.001 per share
                 Class B Common Stock par value $.001 per share

Indicate by check mark if the  registrant is a well known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 if the registrant has submitted  electronically or posted
on its corporate  Website,  if any, every  Interactive  Data File required to be
submitted and posted pursuant to Rule 405 of Regulations 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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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
definition  of "large  accelerated  filer,"  "accelerated  filer," and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [X]                          Smaller reporting company [ ]

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

To date,  there has been no active  trading  market  in  Registrant's  Stock and
therefore no market value has been computed.

As of April 15, 2013, there were 7,663,023 shares of Registrant's Class A Common
Stock and 21,286,344 shares of Registrant's Class B Common Stock outstanding.
<PAGE>
                                TABLE OF CONTENTS

PART I

ITEM 1.  BUSINESS...........................................................   4
ITEM 1A. RISK FACTORS.......................................................  15
ITEM 1B. UNRESOLVED STAFF COMMENTS..........................................  25
ITEM 2.  PROPERTIES.........................................................  25
ITEM 3.  LEGAL PROCEEDINGS..................................................  26
ITEM 4.  MINE SAFETY DISCLOSURES............................................  28

PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
         MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES..................  28
ITEM 6.  SELECTED FINANCIAL DATA............................................  29
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS..........................................  30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........  52
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................  52
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE.........................................................  52
ITEM 9A. CONTROLS AND PROCEDURES............................................  53
ITEM 9B. OTHER INFORMATION..................................................  55

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.............  55
ITEM 11. EXECUTIVE COMPENSATION.............................................  59
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS....................................  62
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.......................................................  63
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.............................  63

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES............................  64

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                                EXPLANATORY NOTE

In this Annual Report on Form 10-K, 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 that may be outside of our control. When
considering  forward-looking  statements, you should carefully review the risks,
uncertainties and other cautionary statements in this Annual Report on Form 10-K
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 under Item
1A Risk  Factors and  elsewhere  in this Annual  Report on Form 10-K.  We do not
undertake any obligation to update or reserve any forward looking statements.

                       WHERE YOU CAN FIND MORE INFORMATION

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

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

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<PAGE>
                                     PART I

ITEM 1. BUSINESS

                                  AMINCOR, INC.

HISTORY OF THE COMPANY

Amincor,  Inc. was incorporated under the laws of the state of Nevada on October
8, 1997 under the name GSE Group,  Inc. GSE Group, Inc. was originally formed to
provide consulting services for reverse mergers to public shell corporations and
private companies  seeking to gain access to the public markets.  On October 20,
1997,  GSE Group,  Inc.  changed its name to Global Stock  Exchange Corp. and on
April 28, 2000,  Global  Stock  Exchange  Corp.  changed its name to Joning Corp
("Joning").  In July 2000,  Joning ceased its business  activities.  On March 8,
2002,  Joning filed a Registration  Statement on Form 10-SB under the Securities
Exchange Act of 1934 (the "Exchange Act") as a shell company with the purpose of
finding a suitable  company  for a reverse  merger  transaction.  Joning  ceased
filing periodic  reports  subsequent to its filing of its Form 10-QSB on October
24, 2004 as it did not have the  personnel  or resources to continue the filings
and there  was no  operating  business  or  pending  business  transactions.  On
February 2, 2010,  Joning  changed its name to Amincor,  Inc. On August 4, 2010,
Amincor,  Inc.  filed its Form 10  registration  statement  and  became a public
reporting company on October 4, 2010.

OVERVIEW

Amincor, Inc. is a holding company operating through its operating  subsidiaries
Baker's  Pride,  Inc.,  Environmental  Holding Corp.  and Tyree  Holdings  Corp.
Additionally,  Amincor Contract  Administrators,  Inc. and Amincor Other Assets,
Inc. are subsidiaries with minimal operations.  As of June 30, 2011,  management
elected to discontinue the operations of Masonry Supply Holding Corp. and Tulare
Frozen Foods, LLC. As of September 30, 2011,  management  elected to discontinue
the operations of Epic Sports International, Inc.

Amincor's officers and directors are responsible for the strategic  direction of
the operating  subsidiaries.  The Company  accomplishes  this through  strategic
planning,  raising  capital  for  business  expansion  via  internal  growth  or
acquisition based growth and exploring unique opportunities for each subsidiary.
The  executive  management  team  of each  subsidiary  company  has  substantial
experience in their respective fields and have  responsibility for the operation
of their business unit subject to overall direction of Registrant's management.

Amincor's  officers and  directors are actively  engaged with the  management of
each  subsidiary.  Amincor is able to assist the subsidiaries in executing their
business plans and in making necessary financial and other resources  available.
This is accomplished through frequent site visits, weekly and monthly conference
calls and various reporting  requirements such as budget to actual  comparisons,
cash flow  monitoring,  accounts  payable and  accounts  receivable  management,
credit and collections,  and periodic reporting by the subsidiary  management to
Amincor.

PERSONNEL

Amincor is provided  personnel  from Capstone Trade  Partners,  Ltd., and office
supplies,  office equipment,  office space and other materials  required for the
performance  of its business  from  Capstone  Capital  Group I, LLC.  Currently,

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<PAGE>
Capstone has 14 full-time employees and no part-time employees including Messrs.
John R. Rice III and Joseph F. Ingrassia who dedicate approximately 70% of their
time to Amincor business.

                      AMINCOR, INC.'S SUBSIDIARY COMPANIES

                      AMINCOR CONTRACT ADMINISTRATORS, INC.

Amincor Contract Administrators,  Inc., a Delaware corporation,  incorporated on
August 25, 2010, is a wholly owned subsidiary of Registrant formed to administer
various contracts,  related to certain assets held by Amincor Other Assets, Inc.
and  the   subsidiary   companies,   including,   but  not  limited  to  certain
international service contracts for Tyree Holdings Corp.

                           AMINCOR OTHER ASSETS, INC.

Amincor Other Assets,  Inc., a Delaware  corporation,  incorporated  on April 5,
2010, is a wholly owned  subsidiary  of Registrant  formed to hold the rights to
certain physical assets,  including  plant,  property and equipment,  which were
foreclosed on or assigned to Amincor, Inc.

Amincor Other Assets,  Inc.  holds the title to the 360,000 square foot facility
where Allentown Metal Works,  Inc. formerly  operated.  The site has fallen into
disrepair as a result of vandalism by local  thieves.  The buildings on site are
functionally  obsolete and are not suitable as a modern manufacturing  facility.
Any  purchaser  would have to raze the buildings on the 19 acre site and reclaim
the  concrete,  brick,  wood and steel  infrastructure.  Estimates  have  ranged
between  $750,000 and  $1,000,000 to perform this work.  The property,  prior to
March 12, 2012,  had been listed for sale for $3,000,000 and after six months of
being on the market the price was reduced to $2,250,000. The only offer received
during this  period was for  $200,000.  The offer was  declined  and  management
enlisted the services of an auction  company to inspect the site in anticipation
of holding an absolute  auction.  After conducting a site visit with the auction
company the auction company  declined to hold an absolute auction because of the
conditions of the buildings  and the  vandalism  that has occurred.  The site is
across  the  street  from a police  sub-station  and due to its size there is no
adequate way to secure the  property.  All of the  buildings on the complex were
locked,  bolted and boarded up. There was evidence that the exterior  siding had
been removed after which unknown  persons  entered the buildings,  broke windows
and locks and left the buildings  open.  Management  has expressed  concern that
someone may inadvertently fall into one of the many machine pits that exist as a
result of the removal of the heavy machine and milling  equipment  that had been
sold, and injure themselves  creating a liability issue for the owner.  Based on
these events and the advice of the auction  company,  Management  has listed the
property  for  sale for  $500,000.  The  property  is  under  contract  with the
Allentown Economic  Development  Corporation for $500,000 less outstanding taxes
due and owing on the  property.  The sale is  anticipated  to close on April 30,
2013.

                               BAKER'S PRIDE, INC.

OVERVIEW

Baker's Pride,  Inc., a Delaware  corporation,  was  incorporated  on August 28,
2008.

Baker's Pride, Inc. ("BPI") consists of three operating entities;  The Jefferson
Street Bakery, Inc. ("Jefferson Street Bakery"), The Mt. Pleasant Street Bakery,
Inc. ("Mt.  Pleasant Street Bakery") and The South Street Bakery,  Inc.  ("South
Street Bakery").

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<PAGE>
Jefferson   Street   Bakery   produces   several   varieties  of  sliced  bread.
Historically,  its entire annual  production  of 19 million  loaves of bread and
over 1.1 million  packages of donuts were sold to one client,  Aldi,  Inc.,  for
five  distribution  centers  that  services  332 stores in the  Midwestern  U.S.
Jefferson Street Bakery,  through various predecessor entities, had continuously
supplied Aldi, Inc. for  approximately 34 years. On October 31, 2012, Aldi, Inc.
terminated  BPI as a  supplier  to Aldi,  Inc.  due to BPI's  inability  to meet
certain pricing,  cost and product  offering needs.  Jefferson Street Bakery has
bid on new opportunities with Aldi, Inc. If these new opportunities materialize,
it is anticipated revenues from Aldi, Inc. would resume in the fourth quarter of
2013.

Mt.  Pleasant Street Bakery is under contract with two co-packers as of the time
of writing,  but is in negotiations  with many more who are involved in the sale
of both finished and unfinished  yeast and cake doughnuts which are manufactured
and flash-frozen bakery goods to be distributed to supermarket "in-store" bakery
departments  and food service  channels.  As of December 31, 2012, Mt.  Pleasant
Street  Bakery  facility  increased  its  frozen  storage  capacity  along  with
extensive room for several additional  product lines. In addition,  Mt. Pleasant
Street  Bakery  has  completed  the  installation  of a state  of the art  donut
production  system that can produce  and freeze many  varieties  of donuts at an
average  production  rate of 26,700 donuts per hour. This facility also houses a
cookie  production  system which will produce cookies at a rate of 2,300 lbs. or
3,000 one dozen packages of cookies per hour in a variety of sizes,  flavors and
shapes.  The  production  of brownie and cake type bakery  snack  products  will
complete the first phase of the restart of Mt. Pleasant Street Bakery.

The remaining  available  space,  which management has deemed the final phase of
the build-out of Mt. Pleasant Street Bakery's  260,000 square foot facility,  is
currently being studied for development  which may include the installation of a
high-speed bun and bread production  system. The bun system is being designed to
produce an average of 6,000  packages of buns per hour and the bread system will
produce  an  average  of 6,260  loaves  of bread  per  hour  (throughput).  This
throughput  will  enable BPI to  respond to its  current  client's  request  for
additional  products and volume.  In addition,  it will also provide  additional
capacity to attract  new  clients and  diversify  its  customer  base.  BPI will
require additional funding in order to complete this project.

In January 2012,  BPI received a $2.75  million  dollar bridge loan from Central
State Bank of State Center,  Iowa.  This capital was used to acquire  additional
equipment and to complete the  installation  and startup of its  production  and
refrigeration  machinery for the new donut, cookie,  brownie and cake production
systems at Mt. Pleasant  Street Bakery.  Central State Bank of Iowa has verbally
agreed to extend the term of the loan through January 2014.

Major  transitions  are taking  place in the baking  industry.  There is growing
utilization of frozen outsourced products rather than production from scratch at
each site in the  "in-store"  bakery and food  service  channels.  However,  one
primary factor remains constant in all markets and in all categories:  consumers
are demanding value.  BPI sees these major  transitions as opportunities to grow
its business  and  diversify  its product  portfolio  and customer  base through
direct sales and co-packing agreements.

On August 12, 2011, the South Street Bakery began leasing  certain  property and
equipment  located in Clear Lake,  Iowa. In August 2012,  based on  management's
assessment of lack of  profitability  at the South Street Bakery,  the lease was
not renewed and operations  ceased at the South Street Bakery.  Operations  have
been relocated to Mt.  Pleasant  Street where existing  employees and management
can operate the cookie and  doughnut  lines  concurrently  depending on customer
demand.

                                       6
<PAGE>
CUSTOMERS

Historically,  BPI had significant  concentration  in one customer,  Aldi, Inc.,
which  operates  over 332 grocery  stores in the  Midwestern  U.S., of which BPI
services  approximately  200. BPI has  expanded  its  customer  base through the
introduction of additional  product  categories and SKU's.  Aldi was responsible
for approximately 89.5%, 92.1%, and 100.0% of BPI's revenues for the years ended
December 31, 2012, 2011 and 2010 respectively.

On October 31, 2012, Aldi, Inc., BPI's most significant customer, terminated BPI
as a supplier to Aldi, Inc. due to BPI's inability to meet certain pricing, cost
and product offering needs.

BPI's  management  and  sales  team  has been  successful  in  establishing  new
customers to replace the Aldi, Inc. bread business,  however, the combination of
new  established  customers is still less than the historic size of Aldi,  Inc's
business.  Additionally,  management has diversified BPI's customer base and has
executed  contracts  in  fulfillment  of this goal with both bread and  doughnut
co-pack customers.

BPI's management and sales team continue to seek new private label wholesale and
co-pack  customers for the donut and bread  facilities and  anticipates  several
large donut and bread  customers  to be under  contract by the end of the second
and third  quarters  of 2013.  On March  22,  2013,  BPI  executed  a  Co-Packer
Agreement  with one of the  world's  largest  family-owned  food  companies  and
leading  supplier to the  foodservice,  in store bakery,  retail and  industrial
marketplaces.  BPI will prepare, manufacture,  process and package certain donut
products  and  BPI  management  anticipates  annual  sales  to be a  minimum  of
$1,600,000,  with additional  donut products and additional sales possible if so
requested.

MARKETING

BPI's goal in all markets it serves is to help its customers to be successful by
providing  marketing  and  merchandizing  assistance  gained  over many years of
experience  in the private  label bakery  business.  The focus of its  marketing
activities will be on its private label wholesale and co-pack  customers  rather
than  consumers  because in most  instances the products it produces are sold as
private  label  brands or at retail under BPI's Flint Hills and Clear Lake Farms
brands.

Fresh bakery  customers:  Due to the freshness  cycle,  BPI markets  directly to
fresh bakery customers because of the limited geographic area it serves.

Frozen bakery  customers:  BPI has expanded its product offering of frozen baked
goods as a result of the investment at the Mt. Pleasant Street facility.  BPI is
now shipping both frozen bread and doughnut  products  which have  significantly
increased  its  geographic  reach.  BPI will continue to use its network of food
brokers to assist in marketing this segment.

COMPETITION

The fresh  packaged  bread,  bun and donut  market  is very  competitive  and is
dominated by large  bakeries  whose  primary  focus is branded  bread,  buns and
donuts.  Of these,  Grupo Bimbo SA de C.V. with its recent purchase of the North
American Sara Lee Fresh Bakery  business and its previous  acquisition of Weston
Bakeries USA, will have the most impact on this trading area.  BPI also competes
with  Hostess  Brands  (which  has  recently  filed for  Chapter  11  Bankruptcy

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protection),  Campbell  Soup  Company  (Pepperidge  Farms)  and  Lewis  Brothers
Bakeries,  Inc., an independent  regional bakery. BPI believes the efficiency it
offers as a dedicated  baker of private  label/ store  branded  bakery  products
gives it a competitive  advantage while  delivering  value to the consumer.  The
liquidation  of the Hostess  bakery  operation  by the US  Bankruptcy  Court has
created potential opportunities for BPI with regard to co-packing both bread and
doughnut  products as a result of having excess capacity  available at its state
of the art facilities.

BPI's frozen products such as donuts,  cookies and brownies will be designed for
supermarket  "in-store"  bakery  departments  and food service  channels.  These
frozen  products  will  face  competition  from  companies  such as Dawn  Foods,
Maplehurst  Inc.,  Bake `n Joy,  Inc. and CSM, a  multinational  company with an
increasing  presence in the U.S. due to its acquisition of Best Brands, Inc. and
Bake Mark,  H.C. Brill.  There are also several one category  bakeries in larger
cities in the Midwest with which BPI competes.

INTELLECTUAL PROPERTY

BPI received  approval from the USPTO for the trademark  BROWNIE CAKES, as filed
with the USPTO  under  registration  number  3995128  which  will be used in the
development  of its brownie,  business.  BPI has been  utilizing the brand names
Clear Lake Farms and Flint  Hills for its  proprietary  cookie,  donut and bread
products.

INGREDIENTS AND RAW MATERIALS

BPI's  primary  ingredients  are various  flours,  sugars and other  sweeteners;
soybean or other vegetable oil products;  salt, yeast and other leavening agents
as well as commercial bakery pre-mixes.  When it begins production of the donut,
cookie and brownie categories it will add eggs, chocolate,  butter,  raisins and
nutmeats to its primary ingredient list. BPI also uses a large amount of plastic
and other  packaging  materials  to wrap its  products to ensure  freshness  and
wholesomeness.  BPI's  facilities  use natural gas for ovens and donut fryers as
well as electricity to power other equipment.  Some  fluctuations in the cost of
these items are normal  because  most are  dependent on growing  conditions  and
demand by consumers.  In most cases these normal  fluctuations can be managed by
forward buying or fixed supply contracts.

REGULATION

BPI is a producer of bakery  goods,  therefore,  its  facilities  are subject to
federal  agencies  such as the  Food  and  Drug  Administration,  Department  of
Agriculture,   Federal  Trade   Commission,   Department  of  Commerce  and  the
Environmental  Protection  Agency with respect to processes used for production,
quality of products, packaging, and labeling as well as storage and distribution
of products.  Under various  regulations and statues,  these agencies  prescribe
required and  established  standards  for quality,  wholesomeness  and labeling.
Failure to comply  with  these  agencies  requirements  may result in letters of
warning, fines, or product recall.

BPI's  operations,  like others in the baking  industry,  are subject to various
federal,  state and local laws in regard to environmental  matters. BPI believes
that  compliance  with  existing  environmental  laws  and  regulation  will not
materially  affect its financial  conditions  or its  competitive  position.  At
present  BPI  believes  it is  substantially  in  compliance  with all  material
environmental regulations.

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BPI's  products,  operations  and  facilities  are  subject  to state  and local
regulations which are monitored through  licensing,  enforcement by state health
and agriculture  agencies of various local and state standards and  inspections.
The cost of compliance with such laws and regulations has not adversely affected
on the BPI's business

PERSONNEL

BPI  currently  has 44  full-time  employees  and  believes  that  its  employee
relations are good.  Once the bread and donut product lines are at full capacity
the number of employees is expected to grow significantly. BPI's Chief Executive
Officer is Robert  Brookhart,  who formerly  served as the President of BPI. Mr.
Ron Danko, formerly Chief Executive Officer of BPI, tendered his resignation due
to attend to medical issues in 2012 and subsequently passed away.

                           ENVIRONMENTAL HOLDING CORP.

Environmental Quality Services, Inc.

OVERVIEW

On January 3, 2011,  pursuant to a certain assignment and assumption  agreement,
Amincor  assumed all of the right,  title and  interest  in and to certain  loan
agreements and collateral of Environmental Testing Laboratories, Inc., a company
in the  business of  providing  environmental  testing and  laboratory  services
("Borrower").

Environmental  Holding  Corp.,  a  Delaware  corporation,  was  incorporated  on
December 23, 2010,  and is a wholly owned  subsidiary of Amincor.  Environmental
Quality  Services,  Inc.  ("EQS"),  a Delaware  corporation was  incorporated on
January 5, 2011, and is a wholly owned subsidiary of Environmental Holding Corp.

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

The client  base of EQS ranges  from the small  engineering  firms to  well-know
petroleum companies. EQS customers require rapid response,  accurate results and
the ability to provide our  services on a 24/7 basis.  EQS has had  longstanding
relationships  with major utilities,  large petroleum  companies and engineering
firms.

EQS  also  has  the  capability  to  provide  its  clients  with  specific  data
deliverables in any required format.  Its in-house computer  programmer  creates
the formats  necessary  for  individual  client  needs.  This service  saves its
clients hours of data entry or re-formatting time.

In January 2013, Amincor's management conducted an analysis of operations at EQS
for the prior two years and has  decided  that it was more  prudent  to sell the
existing  company  rather  than to  continue  to operate  it. As a result of the
financial  crisis and the reduction in construction,  the lab services  business
has become commoditized with business going to the lowest bidder. Management did
not believe that EQS would be  contributing  in a positive way to net income and

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elected to sell the company.  One of the managers of EQS elected to purchase EQS
in exchange for the  assumption  of the accounts  payable and a $500,000 note to
Amincor Other Assets, Inc. which is collateralized with a secured lien on all of
the lab equipment of EQS. As of the date of this filing, the Company has entered
into a letter of intent for the sale of EQS, but no formal sale  documents  have
been executed.

CUSTOMERS

EQS customers include petroleum companies, contractors, environmental consulting
firms, utilities and municipalities.

COMPETITION

There are thousands of  facilities in the United States who classify  themselves
as environmental testing laboratories. The scope of services provided range from
sample collection,  analysis and report compilation to simple analysis. A number
of the companies in this business have multiple  locations,  all operating under
the same company name.  Several of those operate as "national" labs wherein they
serve the US from one or two facilities  and use overnight  shipments to provide
the receipt and delivery of laboratory tests.  These  laboratories are typically
the low cost providers, but lack in the proximity, response and quality that EQS
provides to its customers  through the  Northeast.  The unique  service that EQS
provides is proven by the fact that most  clients  have been  clients  since its
founding.

Since EQS is a single  laboratory,  working  with  clients in the  Northeast  as
opposed to national accounts, our main competitors serve the same target market;
local regulatory authorities, consultants, engineers, and municipalities.

These local competitors include such companies as:

American Analytical Laboratories
Long Island Analytical Laboratories
H2M Laboratories
Analytical Chemists Laboratories, Inc
EcoTest Laboratories

There are several  factors  clients  consider  when  evaluating  a vendor in the
environmental   analytical  field.  These  factors  typically  include:   labor,
equipment,  technical support,  pricing and the specific services available.  In
this market,  it is cost effective to have labor shifts to satisfy  clients that
run emergency schedules,  and have a need for services 24/7. Finding and keeping
the right  personnel is also a challenge in a market that typically does not pay
the highest salaries. In an effort to fight turnover,  recruiting at the college
level has proven to be beneficial - hiring competent technicians early, training
them, and offering benefits such as reimbursement for schooling,  flexible hours
in an effort to ensure continuity of the employee base.

Pricing is fairly  competitive.  The  marketable  difference can be found in the
levels  of  product  deliverables  -  meaning  Quality  Control  packages  - and
turnaround time - the time lapsed between sample submittal and delivered results
to a client.  EQS'  quick  turnaround  time is a key  selling  point  with their
clients.  Not many labs have the capability to turn out results in 24 or even 48
hours.  Management  of a project from the initial  planning  stages  through the
final  reporting,  and  updating  the  client as the  project  progresses  is an

                                       10
<PAGE>
invaluable  service,  as  critical  decisions  are made based on the  analytical
results. In determining the client's needs and adapting and modifying techniques
and technology to meet and exceed the client's expectations,  a satisfied client
is EQS best testimonial.

PERSONNEL

EQS currently has 13 full time employees and believes that its employee
relations are good. Ms. Patricia Werner-Els serves as the President of EQS.

Advanced Waste & Water Technology, Inc.

OVERVIEW

Advanced Waste & Water Technology,  Inc. ("AWWT"), a Delaware  corporation,  was
incorporated on November 17, 2011. AWWT was inactive through April 30, 2012, and
had no significant  assets or  liabilities as of April 30, 2012.  AWWT became an
Amincor  company  as of  May  1,  2012  and  is a  wholly  owned  subsidiary  of
Environmental  Holding Corp. AWWT provides certain water remediation services in
the northeast United States.

On November 5, 2012 AWWT acquired the assets of  Environmental  Water Treatment,
LLC through an  assumption  of certain  liabilities  and  assets,  a note to the
seller in the amount of $50,000 and the  requirement  to post a letter of credit
to the New York State  Department of Environmental  Conservation  ("NYS DEC") by
June 30, 2013. AWWT has paid $25,000 against the note since its acquisition date
and believes it will meet its obligations  under the sellers' note when it comes
due.

AWWT is the only  licensed  water  treatment  facility  on Long  Island  that is
capable of treating and discharging  petroleum  impacted water into the sanitary
sewer system.  Since the acquisition  management has expanded the NYS DEC permit
and is able to accept other waste water  streams other than  petroleum  impacted
water.  AWWT's  President,  Patricia  Werner-Els,  was  selected as an EPA Panel
member for water treatment technology and our technology has been highlighted in
North Eastern Driller Magazine.

CUSTOMERS

AWWT's  current  customers  include major oil  companies,  petroleum  marketers,
jobbers,  municipal entities, school districts,  industrial facilities and other
businesses  which  regularly have water  accumulation  within their  underground
storage tanks.

COMPETITION

There are many firms  operating  within  the waste  water  remediation  services
industry.  They can be broken out into the following categories:  (1) Design and
build  firms,  which  consists  of  consulting,   engineering  and  construction
companies  who build  waste  water  treatment  facilities  to cater to  specific
remediation needs, (2) Utilities and other treatment  operators,  which consists
of  businesses  that  produce  waste  water  and seek to have an off or  on-site
remediation strategy for their waste water add (3) Wastewater equipment vendors,
which consists of businesses selling pre-made  wastewater  treatment  solutions.
AWWT  seeks to  compete  in all of these  areas by  continuing  to  operate  its
wastewater  treatment plant in  Farmingdale,  NY and by utilizing its license to

                                       11
<PAGE>
treat  wastewater  treatment  streams at their  source  with  electrocoagulation
("EC") technology.

AWWT has a geographic  advantage  as carriers of impacted  water that operate on
Long Island are not  required  to pay tolls or drive  substantial  distances  to
discharge their water at AWWT's facility. Management recently signed an expanded
licensing  agreement  with H2O Tech,  Inc.  to use their EC  technology.  The EC
technology  provides for a non-chemical,  green water  treatment  technology for
agricultural,  municipal,  industrial  and frack  water.  The  Company  has been
marketing its service  throughout the Marcellus and Utica shales and to selected
water users in agricultural, municipal and industrial applications.

Since AWWT is currently a single  wastewater  treatment  facility,  working with
clients in the Northeast as opposed to national  accounts,  our main competitors
serve  the  same  target  market;  local  regulatory  authorities,  consultants,
engineers, and municipalities.

These local competitors include such companies as:

Advanced Waste Services
Aquatech
Clear Flo Technologies
Paradise Energy, Inc.
Lorco Petroleum Service

AWWT operates in a highly regulated  industry.  This type of regulation directly
affects  the type of  customers  and  wastewater  AWWT can deal  with.  The U.S.
government has shown an increased willingness to enact and enforce environmental
regulations and has set ambitious  targets in areas such as renewable energy and
provisions  of clean water.  Because of this,  AWWT is able to capitalize on new
opportunities as legislation adapts to the changing environment.

In addition to municipal,  industrial and agricultural  markets, AWWT intends to
become a full service environmental  treatment provider for large scale fracking
projects providing residual waste processing services, on-site mobile wastewater
treatment units and turn key solutions for wastewater disposal or reuse. AWWT is
currently  working to solidify a  relationship  and is  exploring  a  wastewater
treatment  opportunity  with a major driller in the Marcellus  Shale.  AWWT will
utilize key resources within the Joint Land Owners Coalition of New York as well
as other  environmentalist  organizations to strategically position the Company.
Management  believes that water  recycling is a standard that will be adopted by
most industrial  countries throughout the world in order to maintain fresh water
supplies for their  populations.  EC technology can facilitate the attainment of
this standard.

PERSONNEL

AWWT currently has 3 full time employees and believes that its employee
relations are good. Ms. Patricia Werner-Els serves as the President of AWWT.

                              TYREE HOLDINGS CORP.

OVERVIEW

Tyree Holdings  Corp., a Delaware  corporation,  was  incorporated on January 7,
2008.

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<PAGE>
On January 17, 2008,  Tyree Holdings Corp.  ("Tyree")  acquired certain business
assets and assumed certain liabilities of Tyree's predecessor  companies,  which
have  continuously  operated  since 1930.  Tyree is currently one of the largest
multi-faceted  retail  petroleum  and  environmental  services  providers of the
Northeast and  Mid-Atlantic  regions of the United States.  Tyree Holdings Corp.
services  over 3,000 gas stations from Maine to Maryland.  Headquartered  in Mt.
Laurel,  New Jersey,  Tyree has additional  locations in New York,  Connecticut,
Pennsylvania and Massachusetts.

The U.S.  petroleum  refining and  marketing  industry is  experiencing  radical
changes,  with most major  petroleum  companies  divesting  their  marketing and
retail distribution divisions. This strategy is leading to the creation of many,
smaller,  independent  companies  which  own,  in many  cases,  hundreds  of gas
stations  that  need  to  have  regulatory,  maintenance,   rehabilitation,  and
environmental  remediation work performed.  This shift is opening a niche market
for  companies  able to  provide  these  independent  companies  with  strategic
guidance,  compliance,  installation,  maintenance and  environmental  services.
Tyree is  positioned  to  provide a variety  of these  services  which  includes
building  new  gas  stations,   maintaining  existing  gas  stations,  providing
environmental   monitoring  and  remediation   services,   professional  support
services, and decommissioning gas station and bulk storage facilities for change
in use.

Tyree is organized  into three primary  business  units  including  Maintenance,
Environmental/   Compliance/  Engineering  and  Construction.   The  Maintenance
business  unit  accounts  for  approximately  38%  of  sales  and  performs  the
associated  maintenance  tasks  needed to keep a  gasoline  service  station  in
operation. The Maintenance business unit performs about 50,000 service calls per
year; the Environmental,  Compliance and Engineering  business unit accounts for
36% of sales and performs the remediation  services needed to clean ground water
and soil at sites where  petroleum  releases have occurred.  The  Environmental,
Compliance  and  Engineering  business  unit  has  about  350  locations  in its
portfolio;  the Construction business unit accounts for 25% of sales and manages
10 - 12 construction crews throughout the year. Its primary focus is the removal
and installation of petroleum storage and delivery systems;  the remaining 1% of
sales is related to Manufacturing  and  International  sales consisting of parts
distribution and professional services.

To better secure its position in the northeast, Tyree is aggressively attempting
to expand its  current  customer  base and  increase  market  share.  A two-fold
approach is being rolled out involving improved organic growth and acquisitions.
In 2012, Tyree employee training coupled with capital  investment in technology,
is being employed to target improved customer  service.  Tyree will also seek to
merge with or acquire one or two companies that would strategically  improve its
service capability and yield top and bottom line improvements.

CUSTOMERS

Tyree's customers fall into four main categories:

     1.   Traditional Oil Companies,  including Getty  Marketing,  Getty Realty,
          Gulf/Cumberland  Farms, Hess, Exxon,  Shell, BP and Sunoco.  Contracts
          are typically  multi-year and services are being provided by all Tyree
          business units. This class of customer represents approximately 60% of
          the  company's  total  sales.  Tyree  has  established  strong  client
          relationships.  The largest contracts are with Getty Marketing,  which
          accounts for  approximately  39% of sales and  Gulf/Cumberland  Farms,
          which accounts for approximately 18% of sales.

                                       13
<PAGE>
     2.   Oil Company Jobber/Distributors,  including Arfa, Atlantic Management,
          Capitol Petroleum,  Leon Petroleum,  Green Valley and Wholesale Fuels.
          Contracts are typically  multi-year and services are being provided by
          all Tyree business units. This class is growing as the Traditional Oil
          Companies divest sites and represents approximately 15% of sales.

     3.   Prime Contractors,  including GES, Kleinfelder, LIRO, Skanska, Whiting
          Turner,  and Tanknology.  Contracts are typically job specific and the
          result of being awarded a competitively  bid project.  Projects may be
          large  and  carryover  from  year to  year.  This  class  of  customer
          represents approximately 15% of sales.

     4.   "One off" contracts,  including  various local and state  governmental
          agencies, private and public sector companies and agencies.  Contracts
          are  typically  job  specific  and  the  result  of  being  awarded  a
          competitively   bid  project.   This  class  of  customer   represents
          approximately 10% of sales.

COMPETITION

Tyree's  competition  varies  significantly  by business unit and can be divided
into two segments:  (i)  Environmental  and Compliance  services and (ii) Pump &
Tank  construction and maintenance  services.  The  Environmental and Compliance
services segment includes  professional  services companies that tend to compete
throughout  the  marketplace.  There are only a small number of  competitors  in
Tyree's  market area and includes  companies such as Delta  Environmental,  GES,
SAIC and Tanknology.  The Pump & Tank service  providers tend to be comprised of
smaller, privately owned companies that are very competitive in their respective
geographies.  However,  they tend not to stray from their immediate market area.
Many of these companies have been weakened by the recent economic slowdown.  The
larger  companies in Tyree's  market area include Jones and Frank,  LLC,  Island
Pump & Tank, Fenley & Nicol Environmental,  and Gem Star Construction in the New
York City/ Long Island  area,  Salamone  Bros.,  Inc in New Jersey,  and Gateway
Petroleum in the Philadelphia area.

PERSONNEL

Tyree currently has 139 full-time  employees and 4 part time employees,  some of
whom are represented by six different collective  bargaining  agreements.  Labor
contracts  expired on December  31, 2012 for five of the six  bargaining  units.
Tyree management has negotiated settlements with Local Union 99, Local Union 138
and Local Union 355. Tyree management continues to negotiate with Local Union 1,
Local Union 25 and Local Union 200 over unpaid  benefits  that are due and owing
to each of the  respective  unions.  Tyree  management  does  not  dispute  that
benefits  are due and owing to Local Union 200 and Local Union 1,  respectively.
The  Local  200 and 1 Unions  have  filed  suit in  district  court and with the
National Labor Relations Board to enforce their rights as to the unpaid benefit.
Tyree  management  is  seeking  to settle the cases by  agreeing  to  multi-year
payment  plans.  Notwithstanding  the  foregoing,  management  believes that its
employee relations are good.

Tyree's  executive  officers  Steven F. Tyree,  who serves as the  President and
Chief  Operating  Officer,  William M. Tyree,  who serves as  Vice-President  of
Business Development and Robert L. Olson, who serves as Chief Financial Officer.

                                       14
<PAGE>
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. (See Item 7 below).

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. As of December 31, 2012,
the assets of Tulare and Epic have been liquidated.  The only remaining asset of
Masonry is approximately $424,000 in escrow as related to the foreclosure of the
property.

INTELLECTUAL PROPERTY/BRANDS

Amincor has submitted  applications for the following trademarks with the United
States Patent and Trademark Office ("USPTO"):

         Trademark                                     Registration Number
         ---------                                     -------------------
MOMMY'S LITTLE SECRET TREATS                                 85330721
GLU SENZA COOKIES                                            85403657
SENZA GLUTEN FREE COOKIES                                    85403644
CLEAR LAKE FARMS                                             85330997
BLACK BOTTOM COOKIES                                         85403632
MESSAGE COOKIES                                              85331009

Certain  brands were owned by  Amincor,  Inc. as a result of defaults by Whaling
Distributors,  Inc. and Caffeine Culture, Inc. Amincor, Inc. through a series of
assignments,  acquired the right, title and interest in the following trademarks
as recorded with the USPTO:

         Trademark                                  Registration/Serial Number
         ---------                                  --------------------------
CHARM AND LUCK                                     Registration Number: 3205784
CHARM AND LUCK WORKING HARD TO MAKE YOU CUTER      Registration Number: 78848003
CATCH THE DRIFT                                    Serial Number: 77713436
NEWPORT HARBOR REFLECTING QUALITY SINCE 1969       Registration Number: 3764824
NEWPORT H A R B O R                                Registration Number: 2285443
NEWPORT HARBOR                                     Serial Number: 75272295
NEWPORT HARBOR                                     Registration Number: 1319471
S-Stimuli                                          Registration Number: 2482282

In January 2012, Amincor assigned all of its worldwide right, title and interest
in and to the "Caffeine" trademark, serial numbers 77 709 244 and 77 979 922, to
a certain individual, as settlement in full for certain previous obligations.

ITEM 1A. RISK FACTORS

                  RISK FACTORS RELATING TO AMINCOR'S SECURITIES

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

                                       15
<PAGE>
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  6,610,934  shares  of the total of
7,663,023  issued and outstanding  Class A voting shares of our common stock (or
approximately  86% of our  outstanding  voting  stock) and are in a position  to
continue to control us. Such  control  enables our  officers  and  directors  to
control all important  decisions relating to the direction and operations of the
Company without the input of our investors. Moreover, investors will not be able
to effect a change in our Board of Directors, business or management.

OUR CLASS A COMMON  AND  CLASS B COMMON  SHARES  ARE NOW  QUOTED ON THE OVER THE
COUNTER BULLETIN BOARD UNDER THE SYMBOLS "AMNC" AND "AMNCB", RESPECTIVELY.

While the shares are now quoted on the Over the Counter  Bulletin  Board,  until
there is an established trading market,  holders of our common stock may find it
difficult to sell their stock or to obtain accurate  quotations for the price of
the common stock. Even if a market for our common stock does develop,  our stock
price may be volatile, and such market may not be sustained.

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

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange   Act"),   impose  sales  practice  and  disclosure
requirements on broker-dealers who make a market in "penny stocks." Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than
securities   registered  on  some  national   securities   exchanges).   On  the
Over-the-Counter  Bulletin  Board,  our stock may be considered a "penny stock."
Purchases and sales of our shares are generally  facilitated  by  broker-dealers
who act as market makers for our shares.

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

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

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<PAGE>
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited  market in penny stocks.  The  additional  sales practice and disclosure
requirements imposed upon broker-dealers selling penny stock may discourage such
broker-dealers from effecting  transactions in our shares,  which could severely
limit the  market  liquidity  of the shares and impede the sale of our shares in
the secondary market.

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

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

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

We are  authorized  to issue up to  22,000,000  shares of Class A voting  common
stock and  40,000,000  shares or Class B non-voting  common stock and  3,000,000
shares of Preferred Stock. At present, there are 7,663,023 Class A common shares
and  21,286,344  Class B common shares and 1,752,823  shares of Preferred  Stock
issued and outstanding.  Our Board of Directors has the authority to cause us to
issue  additional  shares of Class A common stock  without the consent of any of
our stockholders. Consequently, our stockholders may experience more dilution in
their percentage of ownership in the future.

Moreover,  the  conversion of our Preferred  shares after January 1, 2011 on the
basis of ten Class B Common  Shares for each  Preferred  Share  would  result in
dilution to our  current  holders of common  stock and once our common  stock is
trading  could cause a  significant  decline in the market  price for our common
stock.

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

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

In addition to the "penny stock" rules described above,  the Financial  Industry
Regulatory  Authority,  or  FINRA,  has  adopted  rules  that  require  that  in
recommending an investment to a customer,  a broker-dealer  must have reasonable
grounds for believing that the  investment is suitable for that customer.  Prior
to  recommending  speculative low priced  securities to their  non-institutional
customers,  broker-dealers  must make reasonable  efforts to obtain  information
about the customer's  financial status,  tax status,  investment  objectives and

                                       17
<PAGE>
other  information.  Under  interpretations  of these rules, FINRA believes that
there is a high probability  that speculative low priced  securities will not be
suitable  for at least  some  customers.  The  FINRA  requirements  make it more
difficult for  broker-dealers  to recommend that their  customers buy our common
stock,  which  may  limit  your  ability  to buy and sell our  stock and have an
adverse effect on the market for our shares.

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

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

POTENTIAL CONFLICTS OF INTEREST

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

            GENERAL RISK FACTORS RELATING TO AMINCORI'S SUBSIDIARIES

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

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

                                       18
<PAGE>
Amincor's   independent   registered   public   accounting  firm  has  expressed
substantial  doubt about Amincor's ability to continue as a going concern in the
audit report on the Company's audited financial  statements for the three fiscal
years  ended  December  31, 2012  included  herein.  (See Item 7 -  Management's
Discussion and Analysis of Financial Condition and Results of Operations")

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

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

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

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

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

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

                                       19
<PAGE>
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.

                   RISK FACTORS AFFECTING BAKER'S PRIDE, INC.

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

Aldi, Inc.  accounted for 89.5%, 92.1% and 100.0% of revenue for the years ended
December 31, 2012, 2011 and 2010, respectively.

                                       20
<PAGE>
BPI was advised verbally on July 12, 2012 and by written notice on July 16, 2012
that effective  October 31, 2012, Aldi,  Inc., BPI's most significant  customer,
would be terminating  BPI as a supplier to Aldi,  Inc. due to BPI's inability to
meet certain  pricing,  cost and product  offering needs. The loss of Aldi, Inc.
has had a materially adverse effect on BPI's results of operations and financial
condition in 2012 and in 2013 up to the date of this report.

DEPENDENCE ON KEY PERSONNEL.

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

CHANGES OF PRICES FOR PRODUCTS.

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

INCREASED COMMODITY PRICES AND AVAILABILITY MAY IMPACT PROFITABILITY.

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

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

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

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

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

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

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

                                       21
<PAGE>
INCREASES IN LOGISTICS AND OTHER  TRANSPORTATION-RELATED  COSTS COULD MATERIALLY
ADVERSELY IMPACT BPI'S RESULTS OF OPERATIONS.

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

               RISK FACTORS AFFECTING ENVIRONMENTAL HOLDINGS CORP.

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

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

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

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

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

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

                                       22
<PAGE>
AWWT  FACES   CONSTANT   CHANGES  IN   GOVERNMENTAL   STANDARDS   BY  WHICH  ITS
PRODUCTS/SERVICES ARE EVALUATED.

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

                   RISK FACTORS AFFECTING TYREE HOLDINGS CORP.

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

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

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

                                       23
<PAGE>
additional  resources  to ensure the  adequate  performance  and delivery of the
contracted  services.  In  addition,  the  inability  of its  subcontractors  to
adequately perform or Tyree's inability to manage subcontractor costs on certain
projects could hurt Tyree's competitive  reputation and ability to obtain future
projects.

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

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

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

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

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

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

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

ADVERSE WEATHER LESSENS DEMAND FOR TYREE'S SERVICES.

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

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

                                       24
<PAGE>
TYREE IS EXPOSED TO THE CREDIT RISK, INCLUDING  BANKRUPTCY,  OF ITS CUSTOMERS IN
THE ORDINARY COURSE OF BUSINESS.

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. PROPERTIES

a)   Registrant occupies  approximately  24,806 square feet in a suite subleased
     by Capstone Business Credit,  LLC and Capstone Capital Group I, LLC at 1350
     Avenue of the  Americas,  24th  Floor,  New York,  NY 10019.  This space is
     rented to the  Registrant  and is currently  suitable for the  Registrant's
     operations.

b)   Baker's  Pride,  Inc.'s  corporate  headquarters  is  located  at 3400  Mt.
     Pleasant St.,  Burlington,  Iowa, which is an industrial warehouse building
     baking  facility.  Additionally,  Baker's Pride,  Inc. has locations at 834
     Jefferson Street, Burlington,  Iowa, a light manufacturing baking facility,
     and  915  Maple  Street,  Burlington,  Iowa,  a  commercial  building  with
     unoccupied retail space. All three locations are partially utilized and are
     currently suitable for Baker's Pride, Inc.'s operations.

                                       25
<PAGE>
c)   Tyree  Holdings  Corp.'s  executive  offices are  located at 300  Midlantic
     Drive,  Unit 105, Mount Laurel,  New Jersey under a lease agreement.  Tyree
     leases  additional  locations in New York,  Connecticut,  Pennsylvania  and
     Massachusetts,  as well as a satellite office in Southern California. Tyree
     Holdings Corp.  believes that each of the properties is currently  suitable
     for its operations.

d)   Environmental  Quality  Services,  Inc.'s  offices are located at 208 Route
     109,  Farmingdale,  NY  under  a  lease  agreement.  Environmental  Quality
     Services,  Inc.  believes that this property is currently  suitable for its
     operations.

e)   Advanced Waste & Water Technology,  Inc.'s offices are located at 208 Route
     109,  Farmingdale,  NY  under a  lease  agreement.  Advanced  Waste & Water
     Technology,  Inc. believes that this property is currently suitable for its
     operations.

ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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

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

Additionally,  on December 5, 2011,  Tyree's largest  customer,  Getty Petroleum
Marketing,  Inc.  ("GPMI")  filed for Chapter 11  bankruptcy  protection  in the
United States Bankruptcy Court for the Southern District of New York. As of that
date, Tyree has a pre-petition receivable of approximately $1,515,401.27.  As an
unsecured  creditor,  Tyree  may  never  collect  or may  only  collect  a small

                                       26
<PAGE>
percentage  of  this  pre-petition  amount  owed.  Additionally,   Tyree  has  a
post-petition  administrative  claim for  approximately  $593,709.20.  Tyree may
never  collect  or may only  collect a small  percentage  of this  post-petition
amount  owed. A Proof of Claim was filed with the  Bankruptcy  court on Tuesday,
April 10, 2012.

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

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

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

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

                                       27
<PAGE>
Other than noted above,  Registrant is not presently a party to any  litigation,
claim or  assessment  against  it,  and is unaware  of any  unasserted  claim or
assessment which will have a material effect on the financial position or future
operations of  Registrant.  No director,  executive  officer or affiliate of the
Registrant or owner of record or  beneficially  of more than five percent of the
Registrant's  common stock is a party  adverse to  Registrant  or has a material
interest adverse to Registrant in any proceeding.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our Class A Common  and  Class B Common  shares  are now  quoted on the Over the
Counter Bulletin Board under the symbols "AMNC" and "AMNCB", respectively. While
the shares are now quoted on the Over the Counter Bulletin Board, until there is
an established trading market, holders of our common stock may find it difficult
to sell their stock or to obtain accurate quotations for the price of the common
stock.   Registrant  is  currently  working  with  Janney  Montgomery  Scott  to
facilitate the  depositing of shares by  shareholders  into trading  accounts in
order to create the ability to buy and sells  shares on the market,  with Janney
Montgomery Scott acting as a market maker.

HOLDERS

As of April 17, 2013,  there were 55 Class A stockholders of record,  owning all
of the  7,663,023  issued and  outstanding  shares of our Class A common  stock;
there were 88 institutional  shareholders of record owning all of the 21,286,344
issued and outstanding  shares of our Class B non-voting  common stock and there
were 36 institutional  shareholders of record owning all of the 1,752,823 issued
and outstanding shares of our Preferred Stock.

Amincor's  Class B Common and Preferred  shares were issued to its  stockholders
based upon their  investments in the Capstone Funds, as of December 31, 2009. In
exchange  for their  interests  in the  Capstone  Funds,  the  investors  in the
Capstone Funds received  shares in Amincor based on the net asset value of their
interests in the Capstone  Funds.  A share price of $100.00 for Preferred  Stock
and of $10.00  for Class B  non-voting  common  stock  was  established  for the
purpose of issuing  shares in Amincor to the investors of the Capstone  Funds in
proportion to their respective  interests in the Funds and was not indicative of
the actual value of the stock at the time of issuance.

                                       28
<PAGE>
DIVIDENDS

We have not paid any cash dividends to date and do not anticipate or contemplate
paying  dividends  in the  foreseeable  future.  It is the present  intention of
management to utilize all available funds for the development of our business.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth our selected consolidated  financial data derived
from the audited consolidated financials of the Company for the five years ended
December 31, 2012 and should be read in conjunction with those statements, which
are included in this Annual Report on Form 10-K.  The  consolidated  or combined
financial  statements have been audited by Rosen Seymour Shapss Martin & Company
LLP.

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                        -------------------------------------------------------------------------------------
                                            2012              2011              2010              2009               2008
                                        -------------     -------------     ------------      -------------      ------------
                                        (consolidated)    (consolidated)     (combined)        (combined)         (combined)
<S>                                     <C>               <C>               <C>               <C>                <C>
Net revenues                            $  52,266,698     $  62,297,683     $ 66,916,423      $  70,894,139      $ 61,762,727
                                        =============     =============     ============      =============      ============

(Loss) income from operations           $  (9,923,814)    $ (13,371,286)    $   (207,962)     $     336,131      $    605,980
                                        =============     =============     ============      =============      ============

Net loss from continuing operations     $ (32,029,135)    $ (13,999,593)    $   (441,097)     $  (1,522,066)     $ (1,838,618)
                                        =============     =============     ============      =============      ============

Loss from discontinued operations       $  (1,131,348)    $  (9,059,608)    $ (6,534,123)     $  (9,926,064)     $ (9,220,795)
                                        =============     =============     ============      =============      ============

Net loss                                $ (33,160,483)    $ (23,059,201)    $ (6,975,220)     $ (11,448,130)     $(11,059,413)
                                        =============     =============     ============      =============      ============
Net loss attributable to Amincor
 shareholders                           $ (32,448,552)    $ (21,962,851)    $ (6,704,450)     $ (10,805,987)     $(10,495,802)
                                        =============     =============     ============      =============      ============
Per share information -
basic and diluted:

Net loss from continuing operations     $       (1.11)    $       (0.49)    $      (0.02)     $       (0.05)     $      (0.09)
                                        =============     =============     ============      =============      ============
Net loss attributable to Amincor
 shareholders                           $       (1.13)    $       (0.76)    $      (0.23)     $       (0.39)     $      (0.54)
                                        =============     =============     ============      =============      ============
Weighted average shares outstanding -
 basic and diluted                         28,724,218        28,723,599       28,723,599         27,770,797        19,403,182
                                        =============     =============     ============      =============      ============
Balance sheet data:

Total assets                            $  35,427,141     $  62,201,251     $ 80,418,374      $  86,903,280      $ 90,306,684
                                        =============     =============     ============      =============      ============

Total long-term obligations             $   2,980,514     $   3,448,135     $  2,343,141      $   2,234,273      $  5,062,135
                                        =============     =============     ============      =============      ============
</TABLE>

                                       29
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion and analysis should be read in conjunction with, and is
qualified  in its  entirety  by,  our  financial  statements  and notes  related
thereto,  and other more detailed financial  information  appearing elsewhere in
this Annual  Report on Form 10-K.  Consequently,  you should read the  following
discussion  and analysis of our  financial  condition  and results of operations
together  with such  financial  statements  and other  financial  data  included
elsewhere in this Annual Report on Form 10-K. Some of the information  contained
in this  discussion and analysis or set forth elsewhere in this Annual Report on
Form 10-K, including  information with respect to our plans and strategy for our
business  and  includes  forward-looking   statements  that  involve  risks  and
uncertainties.  You should  review  the "Risk  Factors"  section of this  Annual
Report on Form 10-K for a  discussion  of  important  factors  that could  cause
actual results to differ  materially from the results described in or implied by
the  forward-looking  statements  contained  in  the  following  discussion  and
analysis.   We  undertake  no  obligation  to  update  or  revise  publicly  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  Further  information  concerning  our business,  including
additional  factors  that could  materially  affect our  financial  results,  is
included herein and in our other filings with the SEC.

                          AMINCOR (CONSOLIDATED BASIS)

GOING CONCERN / LIQUIDITY AND CAPITAL RESOURCES

During the year ended  December  31,  2012,  cash flows  provided  by  operating
activities from continuing operations were $2,835,410.  This was principally due
to a net loss from  continuing  operations  of  $32,029,135  which was partially
offset by an impairment of goodwill and intangible assets of approximately $21.4
million,  an increase in  accounts  payable of  approximately  $5.7  million,  a
decrease in accounts  receivable of approximately $2.7 million and add backs for
depreciation and amortization of intangible assets of approximately $1.6 million
and $1.5  million,  respectively.  The net loss from  continuing  operations  is
discussed in greater  detail in the results from  operations for the years ended
December 30, 2012 and 2011 section of this MD&A.

For the year ended  December 31, 2012,  cash flows used in investing  activities
from  continuing  operations of $3,282,957 were primarily due to the purchase of
additional  plant,  machinery and equipment at Baker's Pride,  Inc.'s subsidiary
Mt. Pleasant Street Bakery, Inc.

For the year ended December 31, 2012, cash flows used in by financing activities
from  continuing  operations  of $137,363 was  primarily due to payments made on
assumed liabilities for Tyree.

For the year ended  December  31,  2012,  total cash flows used in  discontinued
operations  was $341,602.  Cash used in  discontinued  operations  was primarily
related to the winding down of entities classified as discontinued operations.

The  accompanying  consolidated  or  combined  financial  statements  have  been
prepared on a going concern basis,  which contemplates the realization of assets
and settlement of liabilities  and commitments in the normal course of business.
However,  as reflected in the  accompanying  consolidated or combined  financial
statements, we recorded a net loss from continuing operations of $32,029,135 for
the  year  ended  December  31,  2012.  We  had a  working  capital  deficit  of

                                       30
<PAGE>
$21,092,591  and an accumulated  deficit of $84,342,834 as of December 31, 2012.
The results of the Company's cash flows from continuing  operations for the year
ended December 31, 2012 have been adversely impacted by the customer slowdown in
infrastructure  capital  expenditures  caused  by the  general  downturn  of the
economic conditions and cash flow issues related to major customers. The Company
has  discontinued  operations  of  IMSC,  Tulare  and  ESI  in  2011  which  had
significant  negative  impact on the Company's cash flows in 2011. The Company's
primary focus is to achieve profitable  operations and positive cash flow of its
operations of its long established niche businesses - Tyree and Baker's Pride.

Our auditors,  Rosen  Seymour  Shapss Martin & Company LLP, have stated in their
audit  report  that  there is  substantial  doubt on the  Company's  ability  to
continue  operations  as a going  concern due to our  recurring  net losses from
operations,  and the Company having a significant  negative working capital. Our
ability to continue as a going concern is dependent upon our capability to raise
additional funds through debt and equity  financing,  and to achieve  profitable
operations. Our plans to continue as a going concern and to achieve a profitable
level of operations are as follows:

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

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

Tyree's  management is working to secure additional  available capital resources
and turnaround  Tyree's  operations to generate operating income. As of December
31, 2012,  Tyree has a working  capital deficit of  approximately  $10.5 million
(excluding  amounts  due to its  Parent  Amincor)  and  recorded  a net  loss of
approximately  $15.4  million for the year ended  December 31,  2012.  Tyree has
entered into settlement  agreements and continues to negotiate with creditors to
pay off its outstanding debt obligations.  However,  without  additional capital
resources,  Tyree may not be able to  continue  to operate  and may be forced to
curtail its business,  liquidate assets and/file for bankruptcy  protection.  In
any such case, its business,  operating results or financial  condition would be
materially adversely affected.

With  respect  to EHC,  one of EQS'  managers  has  signed a letter of intent to
purchase  EQS in  exchange  for the  assumption  of the  accounts  payable and a
$500,000 note to Amincor  Other  Assets,  Inc.  which is  collateralized  with a
secured lien on all of the lab equipment of EQS.  Management  believes that this

                                       31
<PAGE>
will  increase the cash flows of EHC as EQS had  historically  received  cash to
cover expenses for operations from its sister  company,  AWWT. AWWT has recently
signed a licensing  agreement with a Denver based water technology company which
will allow AWWT to sell waste  water  treatment  equipment  to large  municipal,
industrial, agricultural and commercial generators of waste water. Management is
currently in discussion with multiple customers in this market and believes that
there is a significant  opportunity  for consistent and reliable cash flows from
placing systems in use with these customers.

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

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

CONTINGENT LIABILITIES:

ESI

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

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

On September 28, 2012, Sean Frost ("Frost"),  the former President of ESI, filed
a Complaint to Compel  Arbitration  Regarding Breach of Employment  Contract and
Related Breach of Labor Code Claims and For an Award of Compensatory  Damages in
the Superior Court of the State of California,  County of San Diego against Epic
Sports International Inc., Amincor, Inc. and Joseph Ingrassia (collectively, the
"Defendants"). The first cause of action is a petition to compel arbitration for
unpaid compensation and benefits pursuant to Frost's employment  agreement.  The
second  cause of action is for breach of  contract  for alleged  non-payment  of
expenses,  vacation  days and  assumption of certain  debts.  The third cause of
action is for  violation of the  California  Labor Code for failure to pay wages
due and owing. Frost is seeking among other things, damages, attorneys' fees and
costs and expenses.

                                       32
<PAGE>
As of the date this filing,  the case  continues to be litigated and  Management
will update accordingly.

TYREE

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

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

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

BPI

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

                                       33
<PAGE>
TULARE

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

RESULTS FROM OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NET REVENUES

Net  revenues  for the year ended  December  31,  2012  totaled  $52,266,698  as
compared to net revenues of $62,297,683  for the year ended December 31, 2011, a
decrease in net revenues of  $10,030,985  or  approximately  16.1%.  The primary
reason  for the  decrease  in net  revenues  is  related  to  Tyree's  and BPI's
operations.  Tyree's net revenues  decreased by  approximately  $8.8 million and
BPI's net revenues decreased by approximately $1.4 million during the year ended
December 31, 2012. A detailed analysis of each subsidiary  company's  individual
net revenues can be found within  their  respective  MD&A  sections of this Form
10-K.

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2012  totaled  $43,158,511  or
approximately  82.6% of net revenues as compared to $48,305,007 or approximately
77.5% of net revenues for the year ended  December 31, 2011.  The primary reason
for the increase in cost of revenues as a percentage  of net revenues is related
to  Tyree's  operations.  Tyree's  cost of  revenues  was 85.3% of  Tyree's  net
revenues  for the year ended  December  31, 2012 as compared to 79.3% of Tyree's
net revenues for the year ended  December 31, 2011. A detailed  analysis of each
subsidiary  company's  individual  cost of revenues  can be found  within  their
respective MD&A sections of this Form 10-K.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general  and  administrative  ("SG&A")  expenses  for the  year  ended
December 31, 2012 totaled  $19,032,001 as compared to  $27,363,962  for the year
ended  December  31, 2011, a decrease in  operating  expenses of  $8,331,961  or
approximately  30.4%.  The primary  reason for the decrease in SG&A expenses was
related to Amincor's  corporate  operations  and Tyree's  operations.  Amincor's
corporate  operating  expenses  decreased by  approximately  $3.5 million due to
management fees paid for the same amount during the year ended December 31, 2011
that  were not  incurred  during  the year  ended  December  31,  2012.  Tyree's
operating  expenses decreased by $4.3 million during the year ended December 31,
2012 as compared to the year ended  December 31,  2011.  A detailed  analysis of
each  subsidiary  company's  individual  operating  expenses can be found within
their respective MD&A sections of this Form 10-K.

                                       34
<PAGE>
LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2012 totaled  $9,923,814 as
compared  to  $13,371,286  for the year  ended  December  31,  2011,  a decrease
increase in loss from  operations  of  $3,447,472 or  approximately  25.8%.  The
primary  reason  for the  decrease  in loss from  operations  is  related to the
decrease in operating expenses as noted above.

OTHER EXPENSES (INCOME)

Other  expenses  for the year ended  December 31, 2012  totaled  $22,105,321  as
compared to $628,307 for the year ended  December 31, 2011, an increase in other
expenses of  $21,477,014.  The primary reason for the increase in other expenses
is related to the impairment of goodwill and  intangible  assets related to BPI,
Tyree and EQS of approximately $21.4 million.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  totaled  $32,029,135  for the year  ended
December  31, 2012 as compared to  $13,999,593  for the year ended  December 31,
2011, an increase in net loss from  continuing  operations of  $18,029,542.  The
primary  reason  for the  increase  in net loss from  continuing  operations  is
related to the  impairment  of goodwill and  intangible  assets  related to BPI,
Tyree and EQS of approximately $21.4 million.

LOSS FROM DISCONTINUED OPERATIONS

Loss from discontinued operations totaled $1,131,348 for the year ended December
31, 2012 as compared to  $9,059,608  for the year ended  December  31,  2011,  a
decrease in loss from  discontinued  operations of  $7,928,260 or  approximately
87.5%. Management discontinued the operations of the following companies in 2011
- Masonry and Tulare as of June 30, 2011 and ESI as of September  30,  2011.  As
such,  Masonry and Tulare were operating  entities for the six months ended June
30, 2011 and ESI was an operating entity for the nine months ended September 30,
2011,  as compared to winding down of these  companies in 2012.  The net loss of
Masonry  was  $283,847  for the year ended  December  31,  2012 as  compared  to
$3,918,111  for the year ended  December  31,  2011,  a decrease  in net loss of
$3,634,264 or  approximately  81.8%. The net loss of Tulare was $546,483 for the
year ended  December  31,  2012 as  compared  to  $3,001,639  for the year ended
December 31, 2011, a decrease in net loss of $2,455,156 or approximately  92.8%.
The net loss of ESI was $37,582 for the year ended December 31, 2012 as compared
to $626,677  for the year ended  December  31,  2011,  a decrease in net loss of
$583,207 or  approximately  94.0%.  The remainder of the loss from  discontinued
operations  was related to Amincor  Other Assets and Amincor,  Inc.  which had a
combined net loss of $263,436  for the year ended  December 31, 2012 as compared
to  $2,034,588  for the year ended  December 31, 2011, a decrease in net loss of
$1,771,152 or  approximately  87.1%. The primary reason for the decreases in net
loss in 2012 was due to the substantial write down of assets incurred during the
year ended December 31, 2011.

NET LOSS

Net loss totaled $33,160,483 for the year ended December 31, 2012 as compared to
$23,059,201  for the year ended  December 31,  2011,  an increase in net loss of
$10,101,282 or  approximately  43.8%. The primary reason for the increase in net
loss in 2012 was due to the impairment of goodwill and intangible assets related
to BPI, Tyree and EQS of approximately $21.4 million,  the lower gross profit of
approximately  $4.9 million in 2012, which was partially offset by approximately

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$7.9 million in higher  discontinued  losses in 2011 and by  reductions  in SG&A
expenses of approximately $8.3 million.

RESULTS FROM OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NET REVENUES

Net revenues for the year ended December 31, 2011 totaled  $62,297,683  compared
to net revenues of  $66,916,423  for year ended December 31, 2010, a decrease in
net revenues of $4,618,740 or  approximately  6.9%.  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 year ended  December  31,  2011.  A detailed  analysis of each
subsidiary   company's  individual  net  revenues  can  be  found  within  their
respective management's discussions and analysis sections of this form 10-K.

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2011  totaled  $48,305,007  or
approximately  77.5% of net revenues  compared to $51,406,007  or  approximately
76.8% of net revenues for the year ended December 31, 2010. Cost of revenues was
relatively  unchanged  as a percentage  of net  revenues  between the year ended
December 31, 2011 and December 31, 2010. A detailed  analysis of each subsidiary
company's  individual  cost of revenues  can be found  within  their  respective
management's discussions and analysis sections of this form 10-K.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses for the year ended December 31, 2011 totaled $27,363,962  compared
to  $15,718,378  for the year ended  December 31, 2010, an increase in operating
expenses of  $11,645,584  or  approximately  74.1%.  The primary  reason for the
increase in operating expenses is related to the addition of Amincor's corporate
operating expenses in addition to an intangible  impairment on Tyree.  Amincor's
corporate  operating  expenses  totaled  approximately  $10.0  million  and  the
amortization of intangible assets was higher by $1,717,238 due to a reduction in
the  estimated  lives of  non-compete  agreements  with  officers'  of Tyree.  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-K.

LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2011 totaled $13,371,286 as
compared to loss from  operations  of $207,962  for the year ended  December 31,
2010, an increase in loss from operations of $13,163,324. The primary reason for
the increase in loss from operations is related to the decreases in net revenues
and the increases in operating expenses as noted above.

OTHER EXPENSES (INCOME)

Other expenses for the year ended December 31, 2011 totaled $628,307 compared to
$48,885 for the year ended  December 31, 2010, an increase in other  expenses of
$579,422.

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NET LOSS FROM CONTINUING OPERATIONS

Net loss from  continuing  operations  totaled  $13,999,593  for the year  ended
December 31, 2011 compared to $441,097 for the year ended  December 31, 2010, an
increase in net loss from  continuing  operations  of  $13,558,496.  The primary
reasons for the increase in net loss from  continuing  operations  is related to
the  increases  in  operating  expenses  and the  decrease  in net  revenues  as
mentioned above.

LOSS FROM DISCONTINUED OPERATIONS

Loss from discontinued operations totaled $9,059,608 for the year ended December
31,  2011  compared to  $6,534,123  for the year ended  December  31,  2010,  an
increase  in net loss of  $2,525,485  or  approximately  38.7%.  The  loss  from
discontinued  operations  related to Masonry Supply Holding Corp. was $3,918,111
for the year ended  December 31, 2011 compared to $2,492,860  for the year ended
December 31, 2010, an increase in net loss of $1,425,251 or approximately 57.2%.
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 $3,001,639 for the year ended December 31, 2011 compared to a net
loss of $2,718,529 for the year ended December 31, 2010, an increase in net loss
of $283,110 or  approximately  10.4%. 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 ESI was  $626,677  for the year ended
December  31,  2011  compared  to a net loss of  $1,683,608  for the year  ended
December 31, 2010, a decrease in net loss of $1,056,931 or approximately  62.8%.
The primary reasons for the decrease in net loss was due to overhead  reductions
related to marketing  and  promotions,  a reduction in staff and  reductions  in
third  party  consulting.  The  remainder  of the  net  loss  from  discontinued
operations  related to Amincor  Other Assets which was  $2,034,588  for the year
ended  December 31, 2011,  compared to $471,344 for the year ended  December 31,
2010, an increase in net loss of $1,563,244 or approximately 331.7%. The primary
reason for the  increase in net loss was a $1.9 million  impairment  of property
and equipment held for sale in Allentown, Pennsylvania in 2011.

NET LOSS

Net loss totaled  $23,059,201  for the year ended  December 31, 2011 compared to
$6,975,220  for the year ended  December  31,  2010,  an increase in net loss of
$16,083,981.  The primary reasons for the increase in net loss is related to the
increases in operating  expenses and 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
increase s between the two periods.

BAKER'S PRIDE, INC.

SEASONALITY

During the year ended December 31, 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.  Operations at the

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Jefferson Street are not influenced by seasonality. However, the donut operation
at the Mt.  Pleasant  Street  operation  will greatly be affected by seasonality
once it is operational.

LOSS OF MATERIAL CUSTOMER

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

Net  revenues  generated  from Aldi  comprised  89.5%,  92.1% and  100.0% of net
revenues  for the  twelve  months  ended  December  31,  2012,  2011  and  2010,
respectively.  All of the revenues generated from Aldi were generated from BPI's
Jefferson  Street  facility.  The balance of the net revenues  was  generated by
BPI's South Street facility.  On November 30, 2012, BPI terminated the equipment
and facility lease which allowed for production at the South Street facility. It
is  management's  intention to enter into a co-packing  agreement for all of the
products formerly  produced  internally with other bakeries in order to continue
to provide the same product offerings without operating the facility. Management
has moved all equipment owned but formerly residing at the South Street facility
to the Mt.  Pleasant  Street  facility.  Management  intends  to  return  to its
business plan of operating the Mt.  Pleasant Street  facility  thereby  reducing
fixed overhead and variable costs by using cross trained personnel and providing
its  customer  base the  opportunity  to purchase  one,  two or all three of its
product  types in less than trailer load  quantities  but obtain cost  effective
logistics through a combined load of all products offered by BPI.

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

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NET REVENUES

Net  revenues  for the year ended  December  31,  2012  totaled  $14,587,744  as
compared to  $15,968,945  for the year ended  December  31,  2011, a decrease of
$1,381,201 or  approximately  8.6%.  Revenues  generated by the Jefferson Street
facility  were in excess of 90.0% of revenues  for the years ended  December 31,
2012 and 2011.

Bread sales for the year ended December 31, 2012 totaled $12,151,941 as compared
to $13,565,216 for the year ended December 31, 2011, a decrease of $1,413,275 or
approximately  10.4%.  The primary reason for this decrease is the result of the
termination of BPI's contract with Aldi on November 2, 2012.

Donut sales for the year ended December 31, 2012 totaled $954,039 as compared to
$1,142,268  for the year ended  December  31,  2011,  a decrease  of $188,229 or

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<PAGE>
approximately  16.5%.  The primary reason for this decrease is the result of the
termination of BPI's contract with Aldi on November 2, 2012.

Cookie sales for the year ended December 31, 2012 totaled $1,481,764 as compared
to $1,260,243  for the year ended  December 31, 2011, an increase of $221,521 or
approximately  17.6%. This increase was primarily due to the South Street Bakery
facility  beginning  production in late August 2011 and as such,  the year ended
December 31, 2011 only reflects five months of operations.

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2012  totaled  $11,165,230  or
approximately  76.5% of net revenues as compared to $11,667,289 or approximately
73.1%  for the  year  ended  December  31,  2011,  a  decrease  of  $502,059  or
approximately  4.3%. The Company had an 8.6% decrease in net revenues  against a
4.3% decrease in cost of revenues in 2012, as compared to 2011.

Of this  decrease of  $502,059  in cost of  revenues in 2012 for Baker's  Pride,
Inc., the South Street Bakery was  responsible  for $2,078,618 of the total cost
of revenues with net revenues of  $1,481,764.  BPI's other  operating  unit, the
Jefferson  Street  Bakery  Inc.,  had net  revenues of  $13,100,658  and cost of
revenues of $9,073,741.  The balance of net revenues,  $5,322,  was generated by
the Mt.  Pleasant Street Bakery and is related to small donut orders received in
the month of December.  BPI has moved its purchased  cookie machinery to its Mt.
Pleasant  Street facility where it will increase its  efficiencies  and facility
utilization once it is able to offer cookie products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A  expenses  for the year ended  December  31,  2012  totaled  $6,664,872  or
approximately  45.7% of net revenues as compared to  $4,853,875 or 30.4% for the
year ended December 31, 2011, an increase of $1,810,997 or approximately  37.3%.
The primary  reason for this increase was the result of management  fees paid to
Amincor for approximately $2.6 million for the year ended December 31, 2012 that
were only incurred in the month of December 2011 for the year ended December 31,
2011.

LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2012 totaled  $3,242,358 or
approximately 22.2% of net revenue as compared to $552,219 or approximately 3.5%
for the year ended December 31, 2011, an increase of $2,690,139. The increase in
loss from  operations was primarily due to the increases in cost of revenues and
operating expenses as noted above.

OTHER EXPENSES (INCOME)

Other expenses (income) for the year ended December 31, 2012 totaled $13,397,372
or approximately  91.8% of net revenues as compared to $276,696 or approximately
1.7% of net  revenues  for the year ended  December  31,  2011,  an  increase of
$13,120,676.  The  primary  reason  for  this  increase  in  2012  is due to the
impairment of goodwill and intangible  assets resulting from the loss of Aldi as
a customer of approximately $12.6 million.  The remaining increase is related to
a higher interest  expense due to a larger loan balance on BPI's working capital

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<PAGE>
line and the 2012 bridge loan to purchase  new  equipment  for the Mt.  Pleasant
Street facility.

NET LOSS

Net loss for the year ended December 31, 2012 totaled $16,639,730 as compared to
$828,915 for the year ended  December 31, 2011, an increase of  $15,810,815.  Of
the Company's 2012 increase in net loss of $15,810,815,  the South Street Bakery
facility generated approximately $2.3 million and the impairment of goodwill and
intangible  assets  resulting  from the loss of Aldi as a customer  resulted  in
approximately $12.6 million of this net loss.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NET REVENUES

Net revenues for the year ended December 31, 2011 totaled  $15,968,945  compared
to  $13,292,090  for the year ended December 31, 2010, an increase of $2,676,855
or approximately  20.1%. All revenue was generated by BPI's Jefferson Street and
South  Street  facilities  as the Mt.  Pleasant  facility is  awaiting  funds to
complete the start-up of donut and brownie production.

Bread sales for the year ended December 31, 2011 totaled $13,565,216 compared to
$12,274,475  for the year ended  December 31, 2010, an increase of $1,290,741 or
approximately 10.5%. Factors contributing to this increase were: Effective April
2011, the company was able to increase wholesale prices by approximately 7%. Due
to the April 2011  effective date of this increase an increase of 5.25% in sales
was realized for the year ended December 31, 2011 as related to bread sales.  In
late July,  BPI's customer wished to convert to granulated cane sugar from using
high  fructose  corn  syrup in the bread BPI  produces  for  them.  This  change
resulted in an increase of $0.025 in the wholesale  price to compensate  for the
additional  cost of this change.  Comparison of the bread category sales between
2010 and 2011 reflected two unusual events.  In May 2010,  production was halted
at the Jefferson  Street Bakery due to a flash flood which resulted in a loss of
sales of  $227,375.  On December  24,  2010,  a fire  occurred at a  neighboring
building  to the  Jefferson  Street  facility  resulting  in a loss of  sales by
$23,695.  The  customer  raised  retail  prices  on some  varieties  of bread to
compensate  for the  wholesale  price  increase  which in turn  appears  to have
resulted  in  reduction  of sales and units  produced  at the  Jefferson  Street
facility.

Bread sales on a national level for the year ended December 31, showed a similar
trend as  BPI's.  Total  bread  sales for all  stores  according  to  Industrial
Research  Institute  ("IRI") data for all of 2011  indicated a sales increase of
only 1.4% and units showed a decrease of 4.3% for the year.  The areas served by
our  Jefferson  Street  Bakery,  the Plains and Great  Lakes  Regions,  showed a
decrease in total bread units of approximately  the same percentage  (4.3%) most
of which  came from the Sara Lee and Wonder  brands.  Management  believes  that
customers  are  visiting  their food  stores  less often due to higher  gasoline
prices which has caused the aforementioned decrease in total bread units.

Donut sales for the year ended December 31, 2011 totaled $1,142,268  compared to
$1,018,107  for the year ended  December  31,  2010,  an increase of $124,161 or
approximately  12.2%.  The  company  was able to  justify an  increase  in donut
wholesale  prices of 7.0% to compensate for the increases in input costs. Due to
the late  April  effective  date of this price  increase,  donut  sales  dollars
increased by 5.0% for the year ending December 31, 2011. The amount of the sales
increase for 2011, due to increased  unit sales when compared to 2010,  amounted
to an increase of $68,162.

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<PAGE>
Cookie sales for the year ended December 31, 2011 totaled $1,260,243 compared to
$0 for the year ended December 31, 2010.  Bakers Pride, Inc. took control of the
Clear Lake Iowa bakery operation in late August 2011.

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2011  totaled  $11,667,289  or
approximately  73.1% of net revenues  compared to  $9,120,205  or  approximately
68.6% of net  revenues  for the year ended  December  31,  2010,  an increase of
$2,547,084  or  approximately  27.9%.  This  was  primarily  due to the  cost of
revenues and the costs related to acquisition and start up of the newly acquired
South  Street  Bakery.  Much of these  increased  costs  will  not be  recurring
expenses.
Of this  increase of  $2,547,084  in cost of revenues,  the South Street  Bakery
generated  an increase of  $1,491,329  with net revenues of  $1,260,243  and the
Jefferson  Street  Bakery had net sales of  $13,292,092  and cost of revenues of
$10,175,961.

SELLING, GENERAL AND ADMINSTRATIVE EXPENSES

SG&A  expenses  for the year ended  December  31,  2011  totaled  $4,853,875  or
approximately  30.4% of net  revenues  compared  to  $3,964,582  or 29.8% of net
revenues  for the year ended  December  31,  2010,  an  increase  of $889,293 or
approximately  22.4%.  This  increase in SG&A  expenses was primarily due to the
South Street Bakery, the new operation,  which added  approximately  $607,957 to
BPI's operating  expenses for the 4 1/2 months that the bakery operated in 2011.
Much of these expenses are non-recurring.

INCOME (LOSS) FROM OPERATIONS

Loss from operations for the year ended December 31, 2011 totaled  ($552,219) or
approximately  (3.5%) of net  revenues  compared  to income from  operations  of
$207,303 or  approximately  1.6% of net revenues for the year ended December 31,
2010, a decrease in income from  operations of $759,522.  The decrease in profit
from  operations  was  primarily  due to the  increases  in cost of revenues and
operating expenses associated with the startup of the South Street Bakery.

OTHER EXPENSES (INCOME)

Other expenses (income) for the year ended December 31, 2011 totaled $276,696 or
approximately 1.7% of net revenues compared to of $476,916 or approximately 3.6%
of net  revenues  for the year ended  December  31,  2010,  a decrease  in other
expenses (income) of $200,220 or approximately 42.0%.

Other income for the year ended December 31, 2011 totaled ($64,048)  compared to
other income of ($102,776)  for the year ended  December 31, 2010, a decrease in
other  income of $10,914 or  approximately  14.6%.  The  primary  reason for the
decrease in other  income in 2011 was a result of a one-time  insurance  payment
due to a flash flood that occurred in 2010.

Other expenses for the year ended December 31, 2011 totaled $340,743 compared to
other  expenses of $579,692 for the year ended  December 31, 2010, a decrease of
$238,949 or approximately 41.2%. The primary reason for this decrease was due to
a decrease in the interest rate on financing agreements.

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<PAGE>
NET LOSS

Net loss for the year ended December 31, 2011 totaled $828,915 compared to a net
loss of $269,613 for the year ended  December 31, 2010,  an increase of $559,302
or approximately 207.4%. Of the Company's net loss of $829,915, the South Street
Bakery, Inc. generated $834,904 of this net loss.

ENVIRONMENTAL HOLDINGS CORP.

SEASONALITY

EQS's sales are  typically  higher  during the second and third  quarters of its
fiscal year. The fourth  quarter of the year is usually  affected by a slow down
at the holiday season and year end. In addition,  frigid  temperatures  combined
with the possibility of extreme  weather tend to discourage  projects from being
scheduled  during the winter  months.  In the first  quarter of 2011,  there was
significant  snowfall  which made it difficult to complete  projects which would
equate to laboratory production.

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

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NET REVENUES

Net revenues for the year ended December 31, 2012 totaled $1,329,105 as compared
to  $1,250,689  for the year ended  December 31, 2011, an increase of $78,416 or
approximately 6.3%.

Net revenues at EQS totaled  $1,230,360  for the year ended December 31, 2012 as
compared to  $1,250,689  for the year ended  December  31,  2011,  a decrease of
$20,329 or  approximately  1.6%. EQS was  negatively  affected by the impacts of
Hurricane  Sandy in October of 2012.  While the  facility  lost power for only a
week, some clients were not able to resume normal operations completely.

Net  revenues at AWWT  totaled  $98,745 for the year ended  December 31, 2012 as
compared  to $0 for the  year  ended  December  31,  2011.  AWWT  completed  the
acquisition of its operating assets on November 5, 2012.

COST OF REVENUES

Cost of revenues  for the year ended  December 31, 2012  totaled  $1,014,772  or
approximately  76.4% of net revenues as compared to $1,326,511 or  approximately
106.1% for the year ended December 31, 2011; an increase in net revenues of 6.3%
alongside a decrease on cost of revenues of 23.5%.

Cost of revenues at EQS totaled $976,915 for the year ended December 31, 2012 as
compared to $1,326,511  for the year ended December 31, 2011, a decrease in cost
of  revenues  of  $349,596.  The  primary  reason for this  decrease  in cost of
revenues is associated with improving operating  efficiencies in the laboratory.
There were also reductions in personnel  alongside an overall better  management
of material consumption at EQS

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<PAGE>
Cost of revenues at AWWT totaled $37,857 for the year ended December 31, 2012 as
compared  to $0 for the  year  ended  December  31,  2011.  AWWT  completed  the
acquisition of its operating assets on November 5, 2012.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A  expenses  for the  year  ended  December  31,  2012  totaled  $681,293  or
approximately  51.3% of net  revenues  as  compared  to $327,043 or 26.1% of net
revenues  for the year ended  December  31,  2011,  an  increase  of $354,250 or
approximately 108.3%.

SG&A  expenses at EQS totaled  $662,154 for the year ended  December 31, 2012 as
compared  to  $327,043  for the year ended  December  31,  2011,  an increase of
$335,111.  The primary reason for this increase is attributable to the hiring of
additional  sales staff to increase the sales volume of EQS. It has taken longer
than  anticipated  for the  additional  sales  staff to generate  the  projected
revenues.

SG&A  expenses at AWWT totaled  $19,139 for the year ended  December 31, 2012 as
compared  to $0 for the  year  ended  December  31,  2011.  AWWT  completed  the
acquisition of its operating assets on November 5, 2012.

LOSS FROM OPERATIONS

Loss from  operations for the year ended  December 31, 2012 totaled  $366,960 or
approximately  27.6% of net  revenues as  compared to $402,866 or  approximately
32.2% of net revenues  for the year ended  December 31, 2011, a decrease in loss
from  operations  of $35,906 or  approximately  8.9%.  The decrease in loss from
operations  was  primarily  due to the  decreases  in cost of  revenues as noted
above.

OTHER EXPENSES (INCOME)

Other expenses (income) for the year ended December 31, 2012 totaled $487,874 or
approximately  36.7% of net revenues as compared to other  expenses  (income) of
$58,102 or approximately  4.6% of net revenues for year ended December 31, 2011.
The  primary  reason for this  increase  is related to the  impairment  of EQS's
goodwill in accordance  with a projected year over year decrease in net revenues
for the year ended December 31, 2013 of approximately $536,000.

NET LOSS

Net loss for the year ended December 31, 2012 totaled  $854,834 as compared to a
net loss of $460,968 for the year ended  December  31, 2011,  an increase in net
loss of $393,866 or  approximately  85.4%. The increase in net loss is primarily
attributable to impairment of goodwill as discussed above.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

EHC's  subsidiaries,  EQS and AWWT were acquired on January 3, 2011 and November
5, 2012,  respectively,  and as such have no financial  information for the year
ended December 31, 2010 on which a formal  Management's  Discussion and analysis
can be  compared  to.  Management  filed its first MD&A for EHC under EQS on our
Form 10-Q filing for the quarter ended March 31, 2012.

                                       43
<PAGE>
TYREE HOLDINGS CORP.

SEASONALITY AND BUSINESS CONDITIONS

Historically,  Tyree's  revenues  tend to be lower  during the first half of the
year as  Tyree's  customers  complete  their  planning  for the  upcoming  year.
Approximately  30% of Tyree's  revenues  are earned  from new  customer  capital
expenditures.  Customer's  capital  expenditures are cyclical and tend 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  when it  generates  positive  cash  flows.  The highest
revenue  generation  occurs  from late in the second  quarter  through the third
quarter of the year.

On December 5, 2011 Tyree's largest customer,  Getty Petroleum  Marketing,  Inc.
("GPMI")  filed for  Chapter  11  bankruptcy  protection  in the  United  States
Bankruptcy  Court in the Southern  District of New York. This bankruptcy  filing
had a  significant  impact  on  Tyree's  operations  and  financial  activities.
Although the  bankruptcy  proceedings  are ongoing,  we  anticipate  losses from
pre-petition  accounts  receivable to be approximately  $1,500,000.  Immediately
following  the  bankruptcy  filing  of GPMI,  all  ongoing  work  with  GPMI was
significantly  reduced and plans for Tyree's  restructuring  began,  including a
reduction of approximately 15% in workforce during the first quarter of 2012.

FINANCING

Tyree maintains a $15,000,000 revolving credit agreement with its Parent Amincor
which expires on January 1, 2016. Borrowings under this agreement are limited to
70% of eligible accounts  receivable and the lesser of 50% of eligible inventory
or $4,000,000. The balances outstanding under this agreement were $4,819,829 and
$4,629,981 as of December 31, 2012 and 2011, respectively. Borrowings under this
agreement are  collateralized  by a first lien security interest in all tangible
and intangible  assets owned by Tyree.  Availability  of funding from Amincor is
dependent on Amincor's liquidity.  The annual interest rate charged on this loan
was approximately 5% for the year ended December 31, 2012 and 2011.

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

LIQUIDITY

Tyree  incurred  net losses of  $15,425,134  and  $7,737,817  for the year ended
December 31, 2012 and 2011,  respectively.  Weather related  problems during the
first quarter of 2011,  coupled with Tyree's largest customer filing  bankruptcy
in December 2011, as noted above,  produced large  write-offs of receivables and
reductions in revenues  which  resulted in corporate cash demands well in excess
of receipts from revenues,  thus stressing the available funding on the existing
credit facility. In the fourth quarter of 2011, management responded with a plan
to term out all current  vendors.  Much was  accomplished  during 2011 with $1.9
million of accounts  payable  converted to long and short term debt, at December
31, 2012 this amounted to $2,501,000.  Most of the remaining vendors have agreed
to term notes early in 2012,  thus  addressing  the cash  shortfall  produced in
2011. In reaction to the GPMI Bankruptcy  filing,  management  reduced  employee
headcount by an additional 33 full time employees, rescheduled accounts payable,
reduced  management's  salaries and reduced its rent  commitments.  In addition,

                                       44
<PAGE>
Green  Valley  Oil,  LLC  ("Green  Valley"),  a sub tenant of GPMI,  went out of
business in June 2012. Tyree was able to secure two new customers to replace the
lost business  from Green Valley,  but the lost business was not replaced in its
entirety.  Management  continues to analyze Tyree's  overhead  expenses and will
continue to reduce it as it works force as necessary until it is able to replace
the business lost as a result of the GPMI bankruptcy filing and the Green Valley
business cessation.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

NET REVENUES

Net  revenues  for the year ended  December  31,  2012  totaled  $36,559,923  as
compared to  $45,311,720  for the year ended  December  31,  2011, a decrease of
$8,751,797  or  approximately  19.3%.  The  decrease  in  revenues  in 2012  can
primarily be  attributable  to loss of revenues from GPMI due to its  bankruptcy
and Green Valley's cessation of business. Revenues by operating division for the
year ended December 31, 2012 and December 31, 2011 were as follows:

REVENUES

                                                   2012                 2011
                                               -----------          -----------
Service and Construction                       $22,964,189          $31,274,327
Environmental, Compliance and Engineering       13,171,479           13,478,242
Manufacturing / International                      424,255              559,151
                                               -----------          -----------
      Total                                    $36,559,923          $45,311,720
                                               ===========          ===========

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2012  totaled  $31,188,583  or
approximately 85.3% of net revenues as compared to $35,936,431, or 79.3% for the
year  ended  December  31,  2011.  The  primary  reason  for the cost of revenue
increase was due to the loss of Getty Petroleum Marketing,  Inc. and an increase
in business  with  Cumberland  Farms for the year ended  December 31, 2012.  The
gross  profit  margin  on  Getty  Petroleum   Marketing,   Inc.'s  business  was
approximately  30% on fixed fee  maintenance and  approximately  17% on time and
materials  maintenance  for the year ended  December  31, 2011.  By  comparison,
Tyree's  second largest  customer was Cumberland  Farms which had a gross profit
margin below 5%. When Tyree terminated its contract with Cumberland Farms at the
end of 2012, additional charge backs were incurred that brought the gross profit
for the year to a negative margin.

SELLING, GENERAL AND ADMINSTRATIVE EXPENSES

SG&A  expenses  for the year ended  December 31, 2012  totaled  $11,978,445,  or
approximately  32.8% of net revenues  compared to $16,280,658,  or approximately
35.9% of net  revenues  for the year ended  December  31,  2011,  a decrease  in
operating expenses of 4,302,213 or approximately  26.4%.The largest reduction in
expenses  was  related to  administrative  payroll.  The  payroll was reduced by
$2,361,000  and benefits  related to that  expense was reduced by $230,000.  The
largest payroll  reductions were in corporate  support,  equipment  division and
construction.  In  addition  to the payroll  reduction  there were many  smaller
expense  reductions  throughout  the company  during the year ended December 31,
2012.

                                       45
<PAGE>
LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2012 totaled  $6,607,105 or
approximately 18.1% of net revenues as compared to $6,905,368,  or approximately
15.2% of net revenues  for the year ended  December 31, 2011, a decrease in loss
from  operations of $298,263 or  approximately  4.3%.  The decrease in loss from
operations  was  primarily  due  to  the  decreases  in  operating  expenses  as
previously discussed above.

OTHER EXPENSES (INCOME)

Other expenses (income) for the year ended December 31, 2012 totaled  $8,818,029
or approximately 24.1% of net revenues as compared to other expenses (income) of
$832,449,  or approximately 1.8% of net revenues for the year ended December 31,
2011, an increase in other expenses  (income) of $7,985,580.  The primary reason
for  this  increase  is  related  to the  impairment  of  Tyree's  goodwill  and
intangible  assets in accordance with a projected year over year decrease in net
revenues for the year ended December 31, 2013 of approximately $8.2 million.

NET LOSS

Net loss for the year ended December 31, 2012 totaled $15,425,134 as compared to
$7,737,817  for the year ended  December  31,  2011,  an increase in net loss of
$7,687,317 or approximately 99.3%. The increase in net loss was primarily due to
the factors noted above.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NET REVENUES

Net revenues for the year ended December 31, 2011 totaled  $45,311,720  compared
to $53,624,333 for the year ended December 31, 2010, a decrease of $8,312,613 or
approximately  15.5%.  The decrease is primarily  due to the  difficult  weather
conditions  encountered  during  the  first  quarter  and  the  Getty  Petroleum
Marketing bankruptcy filing in the fourth quarter:

REVENUES

                                                   2011                 2010
                                               -----------          -----------
Service and Construction                       $31,274,327          $33,864,874
Environmental, Compliance and Engineering       13,478,242           19,102,598
Manufacturing / International                      559,151              656,861
                                               -----------          -----------
      Total                                    $45,311,720          $53,624,333
                                               ===========          ===========

COST OF REVENUES

Cost of revenues for the year ended  December 31, 2011  totaled  $35,936,431  or
approximately  79.3% of net revenues  compared to  $42,677,354,  or 79.6% of net
revenues  for the  year  ended  December  31,  2010.  The cost of  revenues  was
basically the same on a percentage of sales basis.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A  expenses  for the year ended  December 31, 2011  totaled  $16,280,658,  or
approximately  35.9% of net revenues  compared to $10,539,820,  or approximately
19.7% of net  revenues  for the year ended  December  31,  2010,  an increase of

                                       46
<PAGE>
$5,740,838 or approximately 54.5%. The increase in SG&A expenses during the year
ended  December 31, 2011 was primarily  due to one time  accounting  charges.  A
charge was  recorded  for a provision  for doubtful  accounts of  $1,454,213  to
reserve  for  pre-petition  accounts  receivable  of  Tyree's  largest  customer
(compared to a reduction of the allowance in 2010 of $512,352). In addition, the
amortization of intangible assets was higher by $1,717,238 due to a reduction in
the estimated lives of non-compete agreements with officers' of Tyree.

(LOSS) INCOME FROM OPERATIONS

Loss from operations for the year ended December 31, 2011 totaled  ($6,905,368),
or  approximately  (15.2%) of net  revenues,  as  compared  to the  profit  from
operations of $407,159, or approximately 0.8% of net revenues for the year ended
December  31,  2010,  an increase in loss from  operations  of  $7,312,527.  The
increase in loss from operations was primarily due to a drastic drop in sales as
previously discussed with the corresponding  reduction in operating expenses and
the increase in selling, general and administrative expenses as noted above.

OTHER EXPENSES (INCOME)

Other  expenses  for the year ended  December  31,  2011  totaled  $832,449,  or
approximately  1.8% of net revenues  compared to other income of ($290,854),  or
approximately  0.5% of net  revenues for the year ended  December  31, 2010,  an
increase in other expenses of $1,123,303.  The increase in other expenses during
the year ended  December 31, 2011 was primarily due  accounting  adjustments  in
2010. The majority of the other income in 2010 was related to the reversal of an
opening  balance  sheet  accrual for taxes due to New York State that settled in
late 2010 in  addition to certain  audit  adjustments  related to other  assumed
liabilities also recorded on the opening balance sheet.

NET (LOSS) INCOME

Net loss for the year ended December 31, 2011 totaled ($7,737,817) compared to a
net income of $513,763 for the year ended  December 31, 2010, an increase in net
loss of  $8,251,580.  The increase in net loss was  primarily due to the factors
noted above.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  is based upon our  consolidated  or combined  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America. The preparation of our consolidated or
combined  financial  statements in accordance with U.S. GAAP requires us to make
certain estimates,  judgments and assumptions that affect the reported amount of
assets and liabilities as of the date of the financial statements,  the reported
amounts  and   classification  of  revenues  and  expenses  during  the  periods
presented, and the disclosure of contingent assets and liabilities.  We evaluate
our estimates and assumptions on an ongoing basis and material  changes in these
estimates or  assumptions  could occur in the future.  Changes in estimates  are
recorded  on the period in which they become  known.  We base our  estimates  on
historical  experience  and  various  other  assumptions  that we  believe to be
reasonable under the  circumstances  and at that time, the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and

                                       47
<PAGE>
liabilities that are not readily apparent from other sources. Actual results may
differ  materially from these estimates if past experience or other  assumptions
do not turn out to be substantially accurate.

We  believe  that the  accounting  policies  described  below  are  critical  to
understanding  our business,  results of  operations,  and  financial  condition
because they involve significant judgments and estimates used in the preparation
of our consolidated or combined  financial  statements.  An accounting policy is
deemed to be critical if it  requires a judgment  or  accounting  estimate to be
made  based on  assumptions  about  matters  that are highly  uncertain,  and if
different  estimates  that could have been used, or if changes in the accounting
estimates that are reasonably  likely to occur  periodically,  could  materially
impact our  consolidated  financial  statements.  Other  significant  accounting
policies,  primarily those with lower levels of uncertainty than those discussed
below, are also critical to understanding our consolidated or combined financial
statements.  The notes to our  consolidated  or  combined  financial  statements
contain additional  information related to our accounting policies and should be
read in conjunction with this discussion.

BASIS OF PRESENTATION

The accompanying  consolidated or combined  financial  statements of the Company
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America ("GAAP").

PRINCIPLES OF CONSOLIDATION

The consolidated  financial statements include the accounts of Amincor, Inc. and
all  of  its  consolidated  subsidiaries   (collectively  the  "Company").   All
intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

REVENUE RECOGNITION

BPI

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

                                       48
<PAGE>
TYREE

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

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

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

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

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

EQS

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

AWWT

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

ACCOUNTS RECEIVABLE

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

                                       49
<PAGE>
collection.  Recoveries  of  accounts  receivables  previously  written  off are
recorded as income when subsequently collected.

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

MORTGAGES RECEIVABLE

The mortgages  receivable consist of commercial loans collateralized by property
in Pelham Manor,  New York.  The loans were  non-performing  and property was in
foreclosure  as of December 31, 2012. The value of the mortgages is based on the
fair value of the collateral.

ALLOWANCE FOR LOAN LOSSES

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

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

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

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

GOODWILL AND INTANGIBLE ASSETS

Goodwill  represents  the cost of acquiring a business that exceeds the net fair
value  ascribed  to  its  identifiable  assets  and  liabilities.  Goodwill  and
indefinite-lived  intangibles are not subject to amortization but are tested for

                                       50
<PAGE>
impairment  annually  and whenever  events or  circumstances  change,  such as a
significant  adverse  change in the  economic  climate  that  would make it more
likely than not that  impairment  may have  occurred.  If the carrying  value of
goodwill or an  indefinite-lived  intangible  asset  exceeds its fair value,  an
impairment loss is recognized.

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

IMPAIRMENT OF LONG-LIVED ASSETS

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

SHARE-BASED COMPENSATION

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

ADVERTISING COSTS

Advertising  costs are  charged to  expense  as  incurred  and are  included  in
selling,  general and  administrative  costs on the  consolidated  statements of
operations.   Advertising  expenses  were  approximately  $62,000,  $74,000  and
$104,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

RESTATEMENT AND RECLASSIFICATIONS

The  non-controlling  interest equity consists of minority  interests in ESI and
Tyree held by their  former  owner.  Since Tyree was  acquired,  the Company has
acquired  additional shares from the former owners thus increasing the Company's
ownership and decreasing  the ownership of the  non-controlling  interest.  GAAP
requires that the equity of the shareholders' and the non-controlling  ownership
interest be reallocated each time the relative ownership  interest changes.  The
Company has determined that is was not reallocating  the ownership  interests of
the minority shareholder of Tyree for the additional interest acquired since its
original acquisition. Therefore, the previously reported amounts of the net loss
and equity have been restated to correct for those errors.

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

                                       51
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect
that are applicable.  These  pronouncements  did not have any material impact on
the consolidated or combined  financial  statements unless otherwise  disclosed,
and the  Company  does not  believe  that  there are any  other  new  accounting
pronouncements  that have been issued  that might have a material  impact on its
financial position or results of operations.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

The following table presents our  commitments and contractual  obligations as of
December 31, 2012, as well as our debt obligations:

<TABLE>
<CAPTION>
                                                               Payments due by Period
                                  ----------------------------------------------------------------------------
                                     Total            2013         2014-2015        2016-2017      Thereafter
                                  -----------     -----------     -----------      -----------     -----------
<S>                               <C>             <C>             <C>              <C>             <C>
Long-term debt obligations        $ 7,377,000     $ 6,058,000     $ 1,319,000      $        --     $        --
Loan payable to related party       1,239,000       1,239,000              --               --              --
Capital lease obligations             891,000         350,000         433,000          108,000              --
Interest on debt obligations        1,172,000         881,000         287,000            4,000              --
Operating lease obligations         1,043,000         469,000         574,000               --              --
Other long-term obligations                --              --              --               --              --
                                  -----------     -----------     -----------      -----------     -----------
      Total                       $11,722,000     $ 8,997,000     $ 2,613,000      $   112,000     $        --
                                  ===========     ===========     ===========      ===========     ===========
</TABLE>

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet financing arrangements.

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of our audited  consolidated or combined financial  statements for
the three years ended  December 31, 2012 begins on F-1 of this Annual  Report on
Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

                                       52
<PAGE>
ITEM 9A. 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,  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 has 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, 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(f) of the Securities
Exchange  Act of 1934.  Our  internal  control  system was  designed  to provide
reasonable  assurance to our management and the Board of Directors regarding the
preparation  and  fair  presentation  of  published  financial  statements.  Our
internal control over financial reporting includes those policies and procedures
that:

     *    pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets,

     *    provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with  authorization
          of management and directors, and

                                       53
<PAGE>
     *    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.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
the policies or procedures may deteriorate.

Our management has not assessed the  effectiveness  of our internal control over
financial  reporting  as of December 31, 2012.  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 December 31, 2012.

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

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

There have been no changes in our  internal  control  over  financial  reporting
during our fourth 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
          U.S,  Securities  Exchange  Commission  ("SEC") Fair Disclosure  Rules
          (Regulation   FD)  governing   disclosure   of  material,   non-public
          information to the public.

                                       54
<PAGE>
     *    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.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Amincor's business will be managed by its officers and directors.  The following
persons are the officers and directors of Amincor:

                                                                        Director
    Name                Age            Position                          Since
    ----                ---            --------                          -----

John R. Rice III        70    President and Director                      2010
Joseph F. Ingrassia*    54    Vice-President, Secretary and Director      2010
Robert L. Olson         70    Chief Financial Officer and Director        2010

Unless otherwise  indicated in the biographical  information below, there are no
family relationships among members of our management or Amincor, Inc.'s Board of
Directors (the "Board").

JOHN R. RICE III, PRESIDENT AND DIRECTOR

Mr.  Rice is the  President  and a  Director  of  Amincor,  Inc.  and is jointly
responsible,   with  Mr.  Ingrassia,   for  monitoring  the  operation  and  the
performance of the operating subsidiaries,  their management teams, execution of
their  business  plans  and  growth  strategies,   which  includes   identifying
opportunities, analyzing acquisition or roll up opportunities,  divestitures and
investment in the operating  subsidiaries  since January 9, 2008. In addition to
his duties with his work at Amincor, Mr. Rice is a managing member and principal
of the Capstone group of companies  which he co-founded with Joseph F. Ingrassia
in 1994.  Mr. Rice was  responsible  for overseeing  international  marketing of
Capstone's  programs  and  services to  investors,  joint  venture  partners and

                                       55
<PAGE>
various  parties who  originated  business  opportunities  for  Capstone and was
jointly  responsible  with Mr. Ingrassia for banking  relationships,  client and
portfolio  management,  supervision of due diligence and legal documentation and
accounting and administration. Mr. Rice studied liberal arts and business at the
University of Miami.

JOSEPH F. INGRASSIA, VICE-PRESIDENT, SECRETARY AND DIRECTOR

Mr. Ingrassia is the Vice-President,  Secretary, Interim Chief Financial Officer
and a Director of Amincor,  Inc. and is jointly responsible,  with Mr. Rice, for
monitoring  the operation  and the  performance  of the operating  subsidiaries,
their management teams, execution of their business plans and growth strategies,
which  includes  identifying  opportunities,  analyzing  acquisition  or roll up
opportunities,  divestitures and investment in the operating  subsidiaries since
January 9, 2008.  In  addition  to his duties at  Amincor,  Mr.  Ingrassia  is a
managing  member and  principal  of the  Capstone  group of  companies  which he
co-founded  with Mr. Rice in 1994.  Mr.  Ingrassia was  responsible  for banking
relationships, client and portfolio management, supervision of due diligence and
legal  documentation,   and  accounting  and  administration  for  the  Capstone
companies.  Mr. Ingrassia  received a Bachelor of Arts Degree in psychology from
Siena College, in 1980 and an MBA from Golden Gate University in 1984.

ROBERT L. OLSON, DIRECTOR

On November 26, 2012, Mr. Olson,  resigned from his position as Chief  Financial
Officer of  Amincor.  Mr.  Olson  remains a Director  of  Amincor.  Mr.  Olson's
resignation  from Amincor was not tendered in connection  with any  disagreement
with Amincor on any matter  relating to the  Amincor's  operations,  policies or
practices.  Rather,  Mr.  Olson  became  the Chief  Financial  Officer  of Tyree
Holdings  Corp.,  a subsidiary  of Amincor.  Mr. Olson has been chief  financial
officer for private and publicly held  corporations  for more than 27 years. Mr.
Olson  received a Bachelor  of Science  Degree in  accounting  from Long  Island
University in 1965.

Messrs.  Rice and Ingrassia each devote as much time as required to their duties
as officer and  directors  of Amincor.  It is  anticipated  that they will spend
approximately  seventy  percent  (70%) of their  time on their  responsibilities
related to Amincor.

*    As Amincor  continues  to search  for a new Chief  Financial  Officer,  Mr.
     Joseph F. Ingrassia has assumed the role of Interim Chief Financial Officer
     of the Company.

            SUBSIDIARY COMPANIES' MANAGEMENT BIOGRAPHICAL INFORMATION

THE BUSINESS OF BAKER'S PRIDE INC. IS MANAGED BY ITS OFFICERS:

ROBERT BROOKHART, PRESIDENT, 58

Mr.  Brookhart has been the President of Baker's Pride,  Inc. since October 2008
and is  responsible  for managing and monitoring the operations of The Jefferson
Street Bakery and The Mt. Pleasant Street Bakery,  developing  operating budgets
to  measure   profitability,   assisting  departmental  directors  in  obtaining
established  goals,  monitoring Food Safety Programs,  federal,  state and local
regulation compliance,  negotiating commodity contracts, product development and
communicating   with  customers.   Mr.  Brookhart  was  responsible  for  baking

                                       56
<PAGE>
operations  and held the  position of  Vice-President  of The Baking  Company of
Burlington  from  January 2007 to October of 2008.  From 1983  through  December
2006, Mr.  Brookhart was the Director of Bakery  Operations  for Aldi,  Inc. and
managed the bakery operation, monitored product quality, developed and monitored
the Fresh Bread Program for Aldi,  Inc. and assisted in inspection and selection
of new bakery suppliers as the company expanded. Mr. Brookhart attended American
Institute of Baking Course in Bread  Production in 1982 and the Aldi  Management
System programs.

THE BUSINESS OF ENVIRONMENTAL HOLDINGS CORP. IS MANAGED BY ITS OFFICERS:

PATRICIA WERNER-ELS, PRESIDENT, 51

Ms. Werner-Els is the President of Environmental  Quality  Services,  Inc. since
January 2011 and the President of Advanced  Waste & Water  Technology  since its
inception in 2011. She is responsible for the overall operational  management of
the laboratory which includes the monitoring and review of financial  statements
to decrease  expenses;  standards of performance in quality  control and quality
assurance;  the validity of the  analyses  performed  and data  generated in the
laboratory to assure reliable data. From 1990-2011,  Ms. Werner-Els was employed
by  Environmental  Testing  Laboratories,  Inc.,  where she was  responsible for
similar  duties.  From 2006 to 2011,  Ms.  Werner  Els  served as  President  of
Environmental  Testing  Laboratories,  Inc. Ms. Werner-Els  received a Bachelors
Degree  in  Environmental  Sciences  from  Fairleigh  Dickinson  University,  in
Madison, New Jersey in 1983.

THE BUSINESS OF TYREE HOLDINGS CORP. IS MANAGED BY ITS OFFICERS:

STEVEN TYREE, PRESIDENT AND CHIEF OPERATING OFFICER, 51

Mr. Tyree is President and Chief  Operating  Officer of Tyree Holdings Corp. and
oversees the performance of Sales and Marketing,  Business Development groups as
well  as the  critical  support  functions  of  operations.  Mr.  Tyree  is also
responsible  for strategic  planning and the overall  profitability,  functions,
development of the corporate  business plan. Prior to his present  position,  he
had been  Vice-President  of Sales and Marketing and Chief Executive  Officer of
The Tyree Organization, Hudson Valley Region, 1994-2001; Director of Remediation
Recovery for Tyree Brothers  Environmental  Services in  Farmingdale,  New York,
1985-1994,  and Construction Worker for Tyree Brother Environmental  Services in
Farmingdale,  New York 1983-1985. Mr. Tyree received an A.A.S. degree in Liberal
Sciences  from Dean  College in 1981 and  received a Bachelor  of Arts degree in
English  Literature and Journalism  from Lynchburg  College in 1983. Mr. Tyree's
professional  affiliations  include the  American  Management  Association,  the
National  Ground  Water  Association  and  the  New  York  State  Transportation
Association.

WILLIAM M. TYREE, VICE-PRESIDENT, 60

Mr. Tyree is responsible for  identification  of new business  opportunities and
development of strategies to bring those opportunities to closure.  Prior to his
present   position,   Mr.  Tyree  was  Chief  Operating  Officer  of  The  Tyree
Organization,   1996-2000,   responsible  for  sales   projections  and  overall
profitability,  development of the corporate business plan and final approval of
the company  budget.  Prior to becoming Chief Operating  Officer,  Mr. Tyree was
Division Manager of Company divisions in New England,  New Jersey and California

                                       57
<PAGE>
from  late  1980 to 1996.  Mr.  Tyree  earned a  Bachelor  of Arts  degree  from
Gettysburg  College in 1973. His professional  affiliations  include:  Petroleum
Equipment  Institute,  Long  Island  Association;  Nassau/  Suffolk  Contractors
Association;   Worcester  (Massachusetts.)  Chamber  of  Commerce;  New  England
Petroleum Council; New Jersey Fuel Merchants Association; Pennsylvania Petroleum
Association;  New York State  Transportation  Association;  National Water Works
Association;  National Groundwater  Association;  New York State Superintendents
Association.

ROBERT L. OLSON, CHIEF FINANCIAL OFFICER, 70

Mr.  Olson is the Chief  Financial  Officer  of Tyree  with  responsibility  for
financial  projections,  preparation of financial reports and required schedules
and analysis for Tyree.  Mr. Olson was formerly the Chief  Financial  Officer of
the  Company.  Since  2006,  Mr.  Olson  had been the  Chief  Financial  Officer
responsible for preparing financial statements in connection with the management
of the various  companies  to which the  Capstone  group of  companies  had made
loans. At Tyree, Mr. Olson supervises the accounting staff, monitors and reviews
client account statements,  accounts receivable reports, inventory reports, cash
flow and  other  asset  based  loans and is  responsible  for  accounts  payable
management,  cash  management,  bank  relationship  management,  general  ledger
management and audit  coordination.  Mr. Olson has been chief financial  officer
for private and publicly  held  corporations  for more than 27 years.  Mr. Olson
received a Bachelor of Science Degree in accounting from Long Island  University
in 1965.

FAMILY RELATIONSHIPS

There are no family  relationships  between  any  directors  or named  executive
officers of the Company, either by blood or by marriage.

DIRECTORSHIPS

No Director of the  Company or person  nominated  or chosen to become a Director
holds  any  other  directorship  in any  company  with  a  class  of  securities
registered  pursuant  to  section  12 of  the  Exchange  Act or  subject  to the
requirements  of  Section  15(d)  of  the  Exchange  Act or  any  other  company
registered as an investment company under the Investment Company Act of 1940, as
amended.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, no present or former director,  executive  officer or
person nominated to become a director or an executive officer of the Company:

     (1) was a general  partner or  executive  officer of any  business  against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

     (2) was  convicted in a criminal  proceeding  or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

                                       58
<PAGE>
     (4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange  Commission or the Commodity Futures Trading  Commission
to have  violated a Federal or state  securities  or  commodities  law,  and the
judgment has not been reversed, suspended or vacated.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors is the acting Audit Committee. Our Board of Directors has
determined that Robert L. Olson, on our Board of Directors qualifies as an audit
committee financial expert as that term is defined by applicable  Securities and
Exchange  Commission  rules.  However,  Mr. Olson does not meet the independence
standards of the Securities  Exchange  Commission  rules. The Board of Directors
believes that obtaining the services of an independent audit committee financial
expert  is not  economically  feasible  at  this  time  in  light  of the  costs
associated with  identifying and retaining an individual who would qualify as an
independent audit committee financial expert.

There are no other committees of the Board of Directors.  The Board of Directors
believes that obtaining the services of additional directors is not economically
feasible  at  this  time  in  light  of  the  costs  associated  retaining  such
individuals.   As  the  financial   resources  become  available  and  qualified
individuals  are  identified,  the Board of Directors  intends to add additional
directors as well as form the committees  required under  applicable  securities
laws and listing standards.

CODE OF ETHICS

We have  adopted a code of ethics  applicable  to all  employees,  officers  and
directors.  The code of  ethics  will be made  available  through  our  website,
www.amincorinc.com.  We will  disclose on our website  amendments  to or waivers
from the codes of ethics in accordance with all applicable laws and regulations.

SECTION 16aA) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of the filings  furnished  to us  pursuant to Rule  16a-3(e)
promulgated  under the Exchange Act and on  representations  from its  executive
officers, directors and persons who beneficially own more than 10% of the Common
Stock,  all filing  requirements  of such  persons  under  Section  16(a) of the
Exchange Act were complied with during the fiscal year ended December 31, 2012.

ITEM 11. EXECUTIVE COMPENSATION

For the  fiscal  year ended  December  31,  2012,  Mr.  Rice  earned a salary of
$232,000,  Mr.  Ingrassia  earned a salary of $199,000  and Mr.  Olson  earned a
salary of $198,000 for their  service as executive  officers of Amincor plus the
option awards discussed below.

The table  below  sets  forth  the  compensation  earned by the Chief  Executive
Officers of Baker's Pride, Inc, and the President of Tyree Holdings Corp for the
fiscal years ended December 31, 2012, 2011 and 2010. The compensation  earned by
the Presidents of Environmental Quality Services, Inc for the fiscal years ended
December 31, 2012 and 2011 is included. **

                                       59
<PAGE>
<TABLE>
<CAPTION>
                                                                                     Change in
                                                                                      Pension
                                                                                     Value and
                                                                    Non-Equity      Nonqualified
 Name and                                                           Incentive         Deferred
 Principal                                   Stock      Option         Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)  Awards($)  Awards($)*  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------  --------  ---------  ---------   ---------------   -----------   ---------------  ---------
<S>             <C>    <C>        <C>        <C>       <C>        <C>               <C>           <C>              <C>
Robert         2010    $269,418     None      None        None          None            None            None         $153,000
Brookhart      2011    $270,000     None      None        None          None            None            None         $153,000
CEO            2012    $164,442     None      None        None          None            None            None         $164,442

Stephen Tyree  2010    $334,179     None      None        None          None            None            None         $334,179
President      2011    $394,826     None      None        None          None            None            None         $394,826
               2012    $198,635     None      None        None          None            None            None         $198,635

Patricia       2011    $ 96,000     None      None        None          None            None            None         $ 96,000
Werner-Els     2012    $ 91,080     None      None        None          None            None            None         $ 91,080
President
</TABLE>

----------
*    On April 1, 2011,  the Board of  Directors of the  Registrant  approved the
     grant of options to purchase  common  stock to,  Brookhart  (7,000),  Tyree
     (26,000)  and  Werner-Els  (7,000)  with an  exercise  price of  $1.88.  On
     September  1, 2011 the Board of Directors  of the  Registrant  approved the
     grant of options to  purchase  common  stock to  Brookhart  (7,000),  Tyree
     (26,000) and Werner-Els  (7,000) with an exercise  price of $1.73.  On each
     December 1, 2011 the Board of  Directors  of the  Registrant  approved  the
     grant of options to purchase  common  stock to  Brookhart  (10,000),  Tyree
     (26,000) and Werner-Els  (7,000) with an exercise price of $1.73.  On April
     17, 2012,  the Board of Directors of the  Registrant  approved the grant of
     options to purchase common stock to Brookhart (10,000),  Tyree (26,000) and
     Werner-Els  (7,000)  with an exercise  price of $1.29.  On July 1, 2012 the
     Board of  Directors  of the  Registrant  approved  the grant of  options to
     purchase common stock to Brookhart (10,000).  Tyree (26,000) and Werner-Els
     (7,000) with an exercise  price of $1.21.  On October 1, 2012, the board of
     Directors  of the  Registrant  approved  the grant of options  to  purchase
     common stock to Brookhart  (10,000),  Tyree (26,000) and Werner-Els (7,000)
     with an  exercise  price of  $1.13.  On  December  31,  2012,  the Board of
     Directors  of the  Registrant  approved  the grant of options  to  purchase
     common stock to Brookhart  (10,000),  Tyree (26,000) and Werner-Els (7,000)
     with an exercise price of $0.65.

     The options  exercise  price is based on the estimated fair market value of
     the Registrant's share price on the date of the grant. The options vest 50%
     on  the  first  anniversary  of the  grant  date  and  100%  on the  second
     anniversary of the grant date, so long as the optionee is still employed by
     the  Registrant or its  subsidiaries.  The options are valid for five years
     from the grant date and shall expire thereafter.  Each optionee will sign a
     Non-Qualified  Stock Option  Agreement with the Registrant which more fully
     details the terms and conditions of the grant.

**   In fiscal year 2012, pursuant to a severance  agreement,  David Raymes, the
     former  President  of  Imperia  Masonry  Supply  Corp.,  received  payments
     totaling  $12,332.  Pursuant to a severance  agreement  dated June 1, 2012,
     Richard Oswald, the former Chief Executive Officer of Tyree Holdings Corp.,
     is entitled to receive an aggregate  payment of  $250,000,  payable over 50
     weeks  beginning  June 1, 2012 at a rate of $5,000  per  week,  subject  to
     applicable  withholdings  required by law.  Said payments will cease on May
     31, 2013.

                                       60
<PAGE>
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDED DECEMBER 31, 2012

On December 31, 2010,  the Board of  Directors  of the  Registrant  approved the
grant of options to  purchase  common  stock to John R.  Rice,  III,  President,
Joseph F. Ingrassia,  Vice-President  and Robert L. Olson,  Director and certain
management and employees of Registrant and certain officers and employees of its
subsidiary  companies.  Messrs.  Rice and  Ingrassia,  were each granted  42,017
options and Mr. Olson was granted 36,765 options.

The options granted have an exercise price of $2.80, based on the estimated fair
market  value of the  Registrant's  share  price on the date of the  grant.  The
options  vest 50% on the first  anniversary  of the  grant  date and 100% on the
second  anniversary of the grant date, so long as the optionee is still employed
by the Registrant or its subsidiaries. The options are valid for five years from
the  grant  date  and  shall  expire  thereafter.  Each  optionee  will  sign  a
Non-Qualified  Stock  Option  Agreement  with the  Registrant  which  more fully
details the terms and conditions of the grant.

On each of April 1, 2011,  September 1, 2011 and December 1, 2011,  the Board of
Directors of the  Registrant  approved  the grant of options to purchase  common
stock to John R. Rice, III, President,  Joseph F. Ingrassia,  Vice-President and
Robert L. Olson, Director and certain management and employees of Registrant and
certain  officers  and  employees of its  subsidiary  companies.  Messrs.  Rice,
Ingrassia and Olson, were each granted 60,000

The  options  granted  have  an  exercise  price  of  $1.88,  $1.73  and  $1.73,
respectively, based on the estimated fair market value of the Registrant's share
price on the date of the grant. The options vest 50% on the first anniversary of
the grant date and 100% on the second  anniversary of the grant date, so long as
the  optionee  is still  employed by the  Registrant  or its  subsidiaries.  The
options  are  valid  for  five  years  from the  grant  date  and  shall  expire
thereafter.  Each optionee will sign a Non-Qualified Stock Option Agreement with
the Registrant which more fully details the terms and conditions of the grant.

On each of April 17, 2012, July 1, 2012,  October 1, 2012 and December 31, 2012,
the Board of  Directors  of the  Registrant  approved  the grant of  options  to
purchase  common stock to John. R. Rice,  III,  President,  Joseph F. Ingrassia,
Vice-President  and  Robert  L.  Olson,  Director  and  certain  management  and
employees of Registrant  and certain  officers and  employees of its  subsidiary
companies. Messrs. Rice, Ingrassia and Olson were each granted 60,000.

The options  granted have an exercise  price  of$1.29,  $1.21,  $1.13 and $0.65,
respectively, based on the estimated fair market value of the Registrant's share
price on the date of the grant. The options vest 50% on the first anniversary of
the grant date and 100% on the second  anniversary of the grant date, so long as
the  optionee  is still  employed by the  Registrant  or its  subsidiaries.  The
options  are  valid  for  five  years  from the  grant  date  and  shall  expire
thereafter.  Each optionee will sign a Non-Qualified Stock Option Agreement with
the Registrant which more fully details the terms and conditions of the grant.

COMPENSATION OF DIRECTORS

There was no  compensation  paid to any  director  during the fiscal  year ended
December 31, 2012 in his capacity as such.

                                       61
<PAGE>
Directors  serve  without  compensation  and  there  are no  standard  or  other
arrangements  for  their  compensation.   There  are  no  employment  contracts,
compensatory  plans or arrangements,  including payments to be received from the
Company  with  respect to any  Director  that would  result in  payments to such
person because of his or her resignation  with the Company,  or its subsidiaries
or  any  change  in  control  of  the  Company.   There  are  no  agreements  or
understandings for any Director to resign at the request of another person. None
of our  Directors or executive  officers acts or will act on behalf of or at the
direction of any other person.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our Class A voting  common  stock by (a) each  person  known to be a  beneficial
owner of more than 5% of our  voting  common  stock as of April 17,  2013 by (b)
each of our officers  and  directors;  (c) all our  officers and  directors as a
group.  Unless  otherwise  indicated,  we believe that all persons  named in the
table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.

                                       Number of                  Percentage of
                                     Class A Voting              Class A Voting
    Name and Address                  Shares Owned                Shares Owned
    ----------------                  ------------                ------------

John R. Rice III                        3,378,774                     44.09%
1 Makamah Beach Road
Fort Salonga, New York 11768

Joseph F. Ingrassia                     3,378,774                     44.09%
14511 Legends Blvd. N
Ft. Meyers, Florida  33912

Robert L. Olson                            38,000                      0.50%
24 Brook Hill Lane
Norwalk, CT  06851

All Executive officers and
 Directors as a Group (3 persons)       6,795,548                     88.68%

The  shares of Common  Stock in the  foregoing  table  have not been  pledged or
otherwise  deposited  as  collateral,  are not the subject  matter of any voting
trust  or  other  similar  agreement  and are not the  subject  of any  contract
providing for the sale or other disposition of securities.

On June 27, 2012, the Company issued 68,928 shares of Class B common shares as a
correction of the amount of shares issued on the Company's Payment in Kind date.
As a result,  the amount of Class B shares  outstanding  as of December 31, 2011
and 2010  and the  weighted  average  shares  outstanding  for the  years  ended
December 31, 2011 and 2010 have been restated. This correction is de minimus and
had no discernible effect on previously reported loss per share.

On December 31, 2012, the Company approved, allotted, sold and issued to each of
Mr.  John R. Rice,  III and Mr.  Joseph F.  Ingrassia  92,307  shares of Class A
Voting Common Stock valued at $120,000 in consideration  for the additional Paid

                                       62
<PAGE>
In Capital of the Company. Additionally,  pursuant to an Exchange Agreement, the
Company approved,  allotted, sold and issued 41,154 Class B Non-Voting Shares in
exchange for the interests held by ST&WT Holdings, LLC in Tyree Holdings Corp.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

In addition to being officers and directors of Amincor,  Inc.,  Messrs.  John R.
Rice, III and Joseph F. Ingrassia are the  controlling  shareholders of Capstone
Capital  Management,  Inc.,  which was the General  Partner of both the Capstone
Cayman Special  Purpose Fund,  L.P. and the Capstone  Special Purpose Fund, L.P.
(collectively,  the "Capstone Funds").  Messrs.  Rice and Ingrassia are also the
owners and  managing  members of  Capstone  Business  Credit,  LLC and  Capstone
Capital Group I, LLC, Capstone Credit, LLC and Capstone Capital Group, LLC which
are asset based lenders.

RELATED PARTY TRANSACTIONS

Amincor,  Inc.  and  Baker's  Pride,  Inc.  entered  into  a loan  and  security
agreement,  dated November 1, 2010, with Capstone Capital Group, LLC, a Delaware
limited  liability  company,  an asset based lender  pursuant to which  Capstone
Capital Group, LLC provided Baker's Pride,  Inc. an $1,000,000 credit line, with
an 18% interest rate, secured by the assets of Bakers' Pride, Inc. Amincor, Inc.
and South Street Bakery, Inc. entered into a loan and security agreement,  dated
August 15, 2011, with Capstone Capital Group,  LLC, a Delaware limited liability
company,  an asset based lender  pursuant to which Capstone  Capital Group,  LLC
provided  South Street  Bakery,  Inc. an  $1,000,000  credit  line,  with an 18%
interest rate, secured by the assets of South Street Bakery,  Inc. Messrs.  Rice
and  Ingrassia  are also the owners and  managing  members of  Capstone  Capital
Group, LLC.

INDEPENDENCE OF DIRECTORS

Our current  directors are John R. Rice,  III, Joseph F. Ingrassia and Robert L.
Olson. We are not currently subject to corporate  governance  standards defining
the  independence  of our  directors.  We have not yet  adopted an  independence
standard or policy. Accordingly, our Board of Directors currently determines the
independence of each Director and nominee for election as a Director.  The Board
of Directors has determined that none of our directors currently qualifies as an
independent  director under the standards applied by current federal  securities
laws, NASDAQ or the New York Stock Exchange.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees for professional  audit services paid by
us to Rosen  Seymour  Shapss  Martin & Company LLP, our  independent  registered
public accounting firm for the years ended December 31, 2012 and 2011:

                                        2012              2011
                                      --------          --------

               Audit                  $383,397          $289,700
               Audit related            26,685            97,856
               Tax                      74,898            76,188
               Other                         0             2,237
                                      --------          --------
                                      $484,980          $465,981
                                      ========          ========

                                       63
<PAGE>
AUDIT FEES

Audit fees  relate to  professional  services  rendered in  connection  with the
audits of our annual consolidated financials included on Form 10-K for the years
ended  December  31,  2011 and 2010 and the review of our 2012 and 2011  interim
quarterly  financial  statements included in our Quarterly Reports on Form 10-Q.
Audit fees also relate to the  professional  services  rendered in connection to
the audits of our following  operating  subsidiaries for the year ended December
31, 2011:  Baker's Pride,  Inc,  Environmental  Holding Corp. and Tyree Holdings
Corp. and the audits of our following operating  subsidiaries for the year ended
December 31, 2010: Baker's Pride, Inc, Epic Sports International,  Inc., Masonry
Supply Holding Corp., Tulare Holdings, Inc. and Tyree Holdings Corp.

AUDIT-RELATED FEES

Audit-related  fees relate to professional  services provided for certain of our
regulatory filings,  consultations  regarding financial accounting and reporting
standards,  and the 2011 and 2010 audit fees of Tyree Holdings  Corp.'s employee
benefits plan.

TAX FEES

Tax fees  relate  to  professional  services  provided  in  connection  with the
preparation  of federal,  state and local  consolidated  tax returns of Amincor,
Inc. and our following operating subsidiaries:  Amincor Contract Administrators,
Inc., Amincor Other Assets, Inc., Baker's Pride, Inc, Epic Sports International,
Inc.,   Environmental  Holding  Corp.,  Masonry  Supply  Holding  Corp.,  Tulare
Holdings, Inc. and Tyree Holdings Corp.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Board of Directors has authorized, in accordance with the Sarbanes-Oxley Act
of 2002 requiring  pre-approval of all auditing  services and all audit related,
tax or other  services not  prohibited  under Section  10A(g) of the  Securities
Exchange  Act of 1934,  as amended,  to be performed  for us by our  independent
auditor,  subject to the de minimus exception described in Section  10A(i)(1)(B)
of the Exchange Act. The Board of Directors  authorized our independent  auditor
to perform audit services  required in connection with the annual audit relating
to our fiscal years ended  December 31, 2010 and December 31, 2011. Our Board of
Directors   is   responsible   for  granting   pre-approvals   of  other  audit,
audit-related,  tax and other services to be performed for us by our independent
auditor.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial  statements  and schedules  filed as a part of this report are
listed on the  "Index  to  Financial  Statements"  contained  herein.  All other
schedules are omitted because (i) they are not required under the  instructions,
(ii) they are inapplicable or (iii) the information is included in the financial
statements.

                                       64
<PAGE>
(b) Exhibits.

Exhibit No.                         Description
-----------                         -----------
3.1          Articles  of  Incorporation  of  Amincor,  Inc.   (Incorporated  by
             reference to Company's  Registration  Statement on Form 10 filed on
             August 4, 2010)

3.2          Amincor,  Inc.  By-Laws  (Incorporated  by  reference  to Company's
             Registration  Statement  on Form 10 filed on  August  4,  2010) 3.3
             Certificate of Incorporation  of Amincor  Contract  Administrators,
             Inc.(Incorporated  by  reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.4          Certificate  of  Incorporation   of  Amincor  Other  Assets,   Inc.
             (Incorporated  by reference  to Company's  Form 10-K filed on April
             18, 2011)

3.5          Certificate of Incorporation of Baker's Pride,  Inc.  (Incorporated
             by reference to Company's Form 10-K filed on April 18, 2011)

3.6          Certificate of  Incorporation  of the Mount Pleasant Street Bakery,
             Inc.(Incorporated  by  reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.7          Certificate  of  Incorporation  of  the  Jefferson  Street  Bakery,
             Inc.(Incorporated  by  reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.8          Certificate of Amendment to the Articles of  Incorporation  of Epic
             Sports International,  Inc. (Incorporated by reference to Company's
             Form 10-K filed on April 18, 2011)

3.9          Certificate   of    Incorporation    of    Environmental    Holding
             Corp.(Incorporated  by reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.10         Certificate of  Incorporation of  Environmental  Quality  Services,
             Inc.  (Incorporated  by reference  to Company's  Form 10-K filed on
             April 18, 2011)

3.11         Certificate   of    Incorporation   of   Masonry   Supply   Holding
             Corp.(Incorporated  by reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.12         Certificate   of    Incorporation   of   Imperia   Masonry   Supply
             Corp.(Incorporated  by reference  to  Company's  Form 10-K filed on
             April 18, 2011)

3.13         Certificate of Incorporation Tulare Holdings, Inc. (Incorporated by
             reference to Company's Form 10-K filed on April 18, 2011)

3.14         Articles of Formation  Tulare  Frozen  Foods,  LLC(Incorporated  by
             reference to Company's Form 10-K filed on April 18, 2011)

                                       65
<PAGE>
3.15         Certificate of Incorporation Tyree Holdings  Corp.(Incorporated  by
             reference to Company's Form 10-K filed on April 18, 2011)

3.16         Certificate of Incorporation Tyree Environmental Corp.(Incorporated
             by reference to Company's Form 10-K filed on April 18, 2011)

3.17         Certificate of Incorporation Tyree Equipment  Corp.(Incorporated by
             reference to Company's Form 10-K filed on April 18, 2011)

3.18         Certificate of Incorporation  Tyree Service  Corp.(Incorporated  by
             reference to Company's Form 10-K filed on April 18, 2011)

3.19         Certificate  of  Incorporation   The  South  Street  Bakery,   Inc.
             (Incorporated  by reference  to Company's  Form 10-K filed on April
             16, 2012)

3.20         Certificate of  Incorporation  Advanced  Waste & Water  Technology,
             Inc.  ((Incorporated  by reference to Company's  Form 10-Q filed on
             May 18, 2012)

10.1         Share Exchange  Agreement  between Amincor,  Inc. and Tulare Frozen
             Foods Inc.  (Incorporated  by reference  to Company's  Registration
             Statement on Form 10 filed on August 4, 2010)

10.2         Letter  of  Intent  for  Acquisition  of  Tulare   Holdings,   Inc.
             (Incorporated by reference to Company's  Registration  Statement on
             Form 10 Amendment No. 2 filed on January 7, 2011)

10.3         Discount Factoring  Agreement between Capstone Business Credit, LLC
             and  Tulare  Frozen  Foods,  Inc.  (Incorporated  by  reference  to
             Company's  Registration  Statement on Form 10 Amendment No. 2 filed
             on January 7, 2011)

10.4         Purchase  Order  Financing  Agreement  between Tulare Frozen Foods,
             Inc. and Capstone  Capital Group I, LLC  (Incorporated by reference
             to Company's  Registration  Statement  on Form 10  Amendment  No. 2
             filed on January 7, 2011)

10.5         Amendment to Purchase  Order  Financing  Agreement  between  Tulare
             Frozen Foods,  Inc. and Capstone Capital Group I, LLC (Incorporated
             by  reference  to  Company's  Registration  Statement  on  Form  10
             Amendment No. 2 filed on January 7, 2011)

10.6         Letter  of  Intent  for the  acquisition  of  Baker's  Pride,  Inc.
             (Incorporated by reference to Company's  Registration  Statement on
             Form 10 Amendment No. 2 filed on January 7, 2011)

10.7         Letter of Intent  for the  acquisition  of Imperia  Masonry  Supply
             Corp.   (Incorporated   by  reference  to  Company's   Registration
             Statement on Form 10 Amendment No. 2 filed on January 7, 2011)

10.8         Letter  of  Intent  for  the  acquisition  of  Klip  America,  Inc.
             (Incorporated by reference to Company's  Registration  Statement on
             Form 10 Amendment No. 2 filed on January 7, 2011)

10.9         Letter  of  Intent  for the  acquisition  of Tyree  Holdings  Corp.
             (Incorporated by reference to Company's  Registration  Statement on
             Form 10 Amendment No. 2 filed on January 7, 2011)

                                       66
<PAGE>
10.10        Stock  Purchase  Agreement,  dated  October 18, 2010,  by and among
             Registrant,  Hammond Investments, Ltd. and Capstone Special Purpose
             Fund, LP for the purchase of Tyree Holdings Corp.  (Incorporated by
             reference to Company's  Current Report on Form 8-K filed on October
             19, 2010)

10.11        Stock  Purchase  Agreement,  dated  October 18, 2010,  by and among
             Registrant,  Hammond Investments, Ltd. and Capstone Special Purpose
             Fund,  LP  for  the  purchase  of  Masonry   Supply  Holding  Corp.
             (Incorporated by reference to Company's  Current Report on Form 8-K
             filed on October 19, 2010)

10.12        Stock  Purchase  Agreement,  dated  October 18, 2010,  by and among
             Registrant,  Hammond Investments, Ltd. and Capstone Special Purpose
             Fund, LP for the purchase of Baker's Pride,  Inc.  (Incorporated by
             reference to Company's  Current Report on Form 8-K filed on October
             19, 2010)

10.13        Stock  Purchase  Agreement,  dated October 18, 2010, by and between
             Registrant and Universal Apparel Holdings, Inc. for the purchase of
             Epic Sports  International,  Inc.  (Incorporated  by  reference  to
             Company's Current Report on Form 8-K filed on October 19, 2010)

10.14        Strategic  Alliance  Agreement,  dated  October  26,  2010,  by and
             between  Epic Sports  International,  Inc and Samsung C&T  America,
             Inc. (Incorporated by reference to Company's Current Report on Form
             8-K filed on October 29, 2010)

10.15        Option  Agreement,  dated October 26, 2010, for Samsung to Purchase
             Shares  of  Epic  Sports  International,   Inc.   (Incorporated  by
             reference to Company's  Current Report on Form 8-K filed on October
             29, 2010)

10.16        Form of Non-Qualified  Stock Option  Agreement,  dated December 31,
             2010 (Incorporated by reference to Company's Current Report on Form
             8-K filed on January 26, 2011)

10.17        Surrender of Collateral,  Strict Foreclosure and Release Agreement,
             dated   January  3,  2011  for  the  assets  to  be   assigned   to
             Environmental Quality Services,  Inc. (Incorporated by reference to
             Company's Current Report on Form 8-K filed on January 26, 2011)

10.18        Loan and Security  Agreement,  dated November 1, 2010, by and among
             Amincor,  Inc.,  Baker's  Pride,  Inc. and Capstone  Capital Group,
             LLC(Incorporated by reference to Company's Form 10-K filed on April
             18, 2011)

10.19        License  Agreement,  dated January 1, 2011, by and between Amincor,
             Inc.  and  Brescia  Apparel   Corp.(Incorporated  by  reference  to
             Company's Form 10-K filed on April 18, 2011)

10.20        Transition  Services  Agreement,  dated as of December 31, 2009, by
             and among Capstone Capital Group I, LLC,  Capstone Business Credit,
             LLC, Capstone Capital  Management,  Inc.,  Capstone Trade Partners,
             Ltd. and Joning,  Corp.(Incorporated by reference to Company's Form
             10-K filed on April 18, 2011)

10.21        Amendment to Transition  Services  Agreement,  dated as of December
             31, 2010,  by and among  Capstone  Capital  Group I, LLC,  Capstone
             Business Credit, LLC, Capstone Capital  Management,  Inc., Capstone
             Trade Partners, Ltd. and Joning, Corp.(Incorporated by reference to
             Company's Form 10-K filed on April 18, 2011)

10.22        Loan  Agreement,  by and between  South  Street  Bakery and Central
             State Bank, dated January _, 2012*

14.1         Code of  Ethics(Incorporated  by reference  to Company's  Form 10-K
             filed on April 18, 2011)

                                       67
<PAGE>
21           Organizational     Chart    of     Amincor,     Inc.     and    its
             subsidiaries(Incorporated by reference to Company's Form 10-K filed
             on April 18, 2011)

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.*

99.1         Lease for Tulare Premises  (Incorporated  by reference to Company's
             Registration Statement on Form 10 filed on August 4, 2010)

99.2         Tulare  Equipment  Lease  (Incorporated  by  reference to Company's
             Registration Statement on Form 10 filed on August 4, 2010)

99.3         Amendment to Lease for Tulare Premises  (Incorporated  by reference
             to Company's  Registration  Statement on Form 10 filed on August 4,
             2010)

99.4         Amendment to Tulare  Equipment Lease  (Incorporated by reference to
             Company's  Registration  Statement  on Form 10 filed on  August  4,
             2010)

99.5         Organizational   Chart  -  Capstone   companies   (Incorporated  by
             reference to Company's  Registration Statement on Form 10 Amendment
             No. 2 filed on January 7, 2011)

99.6         Organizational  Chart -  Tulare  Holdings,  Inc.  (Incorporated  by
             reference to Company's  Registration Statement on Form 10 Amendment
             No. 2 filed on January 7, 2011)

99.7         Lease  Agreement,  dated  August  12,  2011,  by  and  among  Corbi
             Properties,  LLC, Clear Lake Specialty Products, Inc. and The South
             Street Bakery,  Inc.  (Incorporated  by reference to Company's Form
             10-Q filed on August 16, 2011)

99.8         Option  Agreement,  dated  August  12,  2011,  by and  among  Corbi
             Properties,  LLC, Clear Lake Specialty Products, Inc. and The South
             Street Bakery,  Inc.  (Incorporated  by reference to Company's Form
             10-Q filed on August 16, 2011)

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

----------
*  filed herewith
** to be filed by amendment

                                       68
<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 hereunto duly authorized.

AMINCOR, INC.

Date: April 17, 2013


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

Date: April 17, 2013


/s/ Joseph F. Ingrassia
--------------------------------------------------------
By: Joseph F. Ingrassia, Interim Chief Financial Officer

BOARD OF DIRECTORS

Date: April 17, 2013


/s/ John R. Rice, III
--------------------------------------------------------
John R. Rice, III, Director


/s/ Joseph F. Ingrassia
--------------------------------------------------------
Joseph F. Ingrassia, Director


/s/ Robert L. Olson
--------------------------------------------------------
By: Robert L. Olson, Director

                                       69
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES

             INDEX TO CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS

                       THREE YEARS ENDED DECEMBER 31, 2012

                                                                            PAGE
                                                                            ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-2

CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2012 and 2011                F-3

Consolidated or Combined Statements of Operations for the Three Years
Ended December 31, 2012                                                     F-5

Consolidated or Combined Statements of Changes in Shareholders' Equity
for the Three Years Ended December 31, 2012                                 F-6

Consolidated or Combined Statements of Cash Flows for the Three Years
Ended December 31, 2012                                                     F-7

Notes to Consolidated or Combined Financial Statements                      F-9

                                      F-1
<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Amincor, Inc.

We have audited the accompanying  consolidated  balance sheets of Amincor,  Inc.
and  Subsidiaries  (the  "Company")  as of December  31, 2012 and 2011,  and the
related   consolidated  or  combined   statements  of  operations,   changes  in
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 2012.  Amincor's  management is responsible  for these
financial  statements.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the purposes of  expressing  an
opinion on the  effectiveness of the Company's  internal control over financials
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the consolidated or combined financial  statements  referred to
above present fairly, in all material  respects,  the financial  position of the
Company as of December 31, 2012 and 2011,  and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
2012, in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  consolidated  or  combined  financial  statements  have  been
prepared  assuming  that  the  Company  will  continue  as a going  concern.  As
discussed in Note 3 to the consolidated or combined  financial  statements,  the
Company has  suffered  recurring  net losses from  operations  and has a working
capital  deficit of  $21,092,591  as of  December  31,  2012.  The future of the
Company is dependent upon its ability to raise debt and equity financing, and to
achieve  profitable  operations.  These conditions raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these matters are described in Note 3. The accompanying consolidated or combined
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

                                   /s/ ROSEN SEYMOUR SHAPSS MARTIN & COMPANY LLP
                                                    CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
April 17, 2013

                                      F-2
<PAGE>
                         Amincor, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                           December 31, 2012 and 2011

<TABLE>
<CAPTION>
                                                                     2012                  2011
                                                                 ------------          ------------
                                                                                        (restated)
<S>                                                              <C>                   <C>
                                     ASSETS

CURRENT ASSETS:
  Cash                                                           $    359,728          $  1,286,240
  Accounts receivable, net of allowance of $428,953
   and $1,903,626 in 2012 and 2011, respectively                    5,297,323             8,005,935
  Due from factor - related party                                      84,699                    --
  Inventories, net                                                  2,620,899             4,473,245
  Costs and estimated earnings in excess of billings
   on uncompleted contracts                                            30,260               381,931
  Prepaid expenses and other current assets                           703,123               936,027
  Current assets - discontinued operations                            424,647                 5,217
                                                                 ------------          ------------
      TOTAL CURRENT ASSETS                                          9,520,679            15,088,595
                                                                 ------------          ------------
PROPERTY AND EQUIPMENT, NET
  Property and equipment, net - continuing operations              14,524,824            11,633,966
  Property and equipment, net - discontinued operations                    --               598,106
                                                                 ------------          ------------
      TOTAL PROPERTY AND EQUIPMENT, NET                            14,524,824            12,232,072
                                                                 ------------          ------------
OTHER ASSETS:
  Mortgages receivable, net                                         6,000,000             6,000,000
  Goodwill                                                             22,241            15,882,388
  Other intangible assets, net                                      2,744,000             9,742,458
  Other assets                                                         48,964               513,305
  Assets held for sale                                              2,566,433             2,667,433
  Other assets - discontinued operations                                   --                75,000
                                                                 ------------          ------------
      TOTAL OTHER ASSETS                                           11,381,638            34,880,584
                                                                 ------------          ------------

      TOTAL ASSETS                                               $ 35,427,141          $ 62,201,251
                                                                 ============          ============
</TABLE>

                                      F-3
<PAGE>
                         Amincor, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                           December 31, 2012 and 2011

<TABLE>
<CAPTION>
                                                                             2012                   2011
                                                                         ------------           ------------
                                                                                                 (restated)
<S>                                                                      <C>                    <C>
                             LIABILITIES AND EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                       $ 12,904,777           $ 10,206,720
  Assumed liabilities - current portion                                     1,324,863              2,088,899
  Accrued expenses and other current liabilities                            2,981,824              2,765,709
  Loans payable to related party                                            1,238,619                838,485
  Notes payable - current portion                                           6,057,595              1,846,565
  Capital lease obligations - current portion                                 295,722                220,274
  Billings in excess of costs and estimated earnings
   on uncompleted contracts                                                   446,295              1,105,741
  Deferred revenue                                                            358,911                666,558
  Current liabilities - discontinued operations                             5,004,664              4,569,594
                                                                         ------------           ------------
      TOTAL CURRENT LIABILITIES                                            30,613,270             24,308,545
                                                                         ------------           ------------
LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                                208,772                190,997
  Capital lease obligations - net of current portion                          486,827                543,617
  Due to related party                                                        902,397                894,837
  Notes payable - net of current portion                                    1,318,672              1,800,371
  Other long-term liabilities                                                  63,846                 18,313
                                                                         ------------           ------------
      TOTAL LONG-TERM LIABILITIES                                           2,980,514              3,448,135
                                                                         ------------           ------------
      TOTAL LIABILITIES                                                    33,593,784             27,756,680
                                                                         ------------           ------------
COMMITMENTS AND CONTINGENCIES

EQUITY:
  AMINCOR SHAREHOLDERS' EQUITY - 2011 RESTATED:
    Convertible preferred stock, $0.001 par value per share;
     3,000,000 authorized, 1,752,823 issued and outstanding                     1,753                  1,753
    Common stock - class A; $0.001 par value; 22,000,000
     authorized, 7,663,023 and 7,478,409 issued and oustanding
     as of December 31, 2012 and 2011, respectively                             7,663                  7,478
    Common stock - class B; $0.001 par value; 40,000,000
     authorized, 21,286,344 and 21,245,190 issued and
     outstanding as of December 31, 2012 and 2011, respectively                21,286                 21,245
    Additional paid-in capital                                             86,549,322             85,500,069
    Accumulated deficit                                                   (84,342,834)           (50,956,710)
                                                                         ------------           ------------
      TOTAL AMINCOR SHAREHOLDERS' EQUITY                                    2,237,190             34,573,835
                                                                         ------------           ------------

NONCONTROLLING INTEREST EQUITY - 2011 RESTATED:                              (403,833)              (129,264)
                                                                         ------------           ------------
      TOTAL EQUITY                                                          1,833,357             34,444,571
                                                                         ------------           ------------

      TOTAL LIABILITIES AND EQUITY                                       $ 35,427,141           $ 62,201,251
                                                                         ============           ============
</TABLE>

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

                                      F-4
<PAGE>
                         Amincor, Inc. and Subsidiaries
                Consolidated or Combined Statements of Operations
                       Three Years Ended December 31, 2012

<TABLE>
<CAPTION>
                                                                        2012                   2011                   2010
                                                                    ------------           ------------           ------------
                                                                   (consolidated)         (consolidated)           (combined)
<S>                                                                 <C>                    <C>                    <C>
NET REVENUES                                                        $ 52,266,698           $ 62,297,683           $ 66,916,423
COST OF REVENUES                                                      43,158,511             48,305,007             51,406,007
                                                                    ------------           ------------           ------------
Gross profit                                                           9,108,187             13,992,676             15,510,416

SELLING, GENERAL AND ADMINISTRATIVE                                   19,032,001             27,363,962             15,718,378
                                                                    ------------           ------------           ------------
Loss from operations                                                  (9,923,814)           (13,371,286)              (207,962)
                                                                    ------------           ------------           ------------
OTHER EXPENSES (INCOME):
  Interest expense, net                                                1,254,622                459,793              1,022,725
  Other expense (income)                                                (530,585)               168,514               (973,840)
  Impairment of goodwill and intangible assets                        21,381,284                     --                     --
                                                                    ------------           ------------           ------------
TOTAL OTHER EXPENSES (INCOME)                                         22,105,321                628,307                 48,885
                                                                    ------------           ------------           ------------
Loss before provision for income taxes                               (32,029,135)           (13,999,593)              (256,847)
Provision for income taxes                                                    --                     --                184,250
                                                                    ------------           ------------           ------------
Net loss from continuing operations                                  (32,029,135)           (13,999,593)              (441,097)
                                                                    ------------           ------------           ------------

Loss from discontinued operations                                     (1,131,348)            (9,059,608)            (6,534,123)
                                                                    ------------           ------------           ------------

Net loss                                                             (33,160,483)           (23,059,201)            (6,975,220)
                                                                    ------------           ------------           ------------

Net loss attributable to non-controlling interests                      (711,931)            (1,096,350)              (270,770)
                                                                    ------------           ------------           ------------

NET LOSS ATTRIBUTABLE TO AMINCOR SHAREHOLDERS                       $(32,448,552)          $(21,962,851)          $ (6,704,450)
                                                                    ============           ============           ============
NET LOSS PER SHARE FROM CONTINUING OPERATIONS
 - BASIC AND DILUTED:
   Net loss from continuing operations                              $      (1.11)          $      (0.49)          $      (0.02)
                                                                    ============           ============           ============
   Weighted average shares outstanding - basic and diluted            28,724,218             28,723,599             28,723,599
                                                                    ============           ============           ============
NET LOSS PER SHARE ATTRIBUTABLE TO AMINCOR SHAREHOLDERS
 - BASIC AND DILUTED:
   Net loss attributable to Amincor shareholders                    $      (1.13)          $      (0.76)          $      (0.23)
                                                                    ============           ============           ============
   Weighted average shares outstanding - basic and diluted            28,724,218             28,723,599             28,723,599
                                                                    ============           ============           ============
</TABLE>


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

                                      F-5
<PAGE>
                         Amincor, Inc. and Subsidiaries
     Consolidated or Combined Statement of Changes in Shareholders' Equity
                       Three Years Ended December 31, 2012


<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 -
 restated and combined (1)                            1,752,823     $1,753     7,478,409      $7,478   21,245,190     $21,245
                                                      ---------     ------    ----------      ------   ----------     -------

Conversion of loans from related parties                     --         --            --          --           --          --

Acquisition of common shares of
 Tyree Holdings Corp. (1)                                    --         --            --          --           --          --

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

Balance at December 31, 2010 - restated and
 consolidated                                         1,752,823      1,753     7,478,409       7,478   21,245,190      21,245
                                                      ---------     ------    ----------      ------   ----------     -------

Acquisition of Environmental Quality Services, Inc           --         --            --          --           --          --

Share-based compensation                                     --         --            --          --           --          --

Acquisition of common shares of Tyree
 Holdings Corp. (1)                                          --         --            --          --           --          --

Net loss                                                     --         --            --          --           --          --
                                                      ---------     ------    ----------      ------   ----------     -------
Balance at December 31, 2011 - restated and
 consolidated                                         1,752,823      1,753     7,478,409       7,478   21,245,190      21,245
                                                      ---------     ------    ----------      ------   ----------     -------

Issuance of shares to officers for cash                      --         --       184,614         185           --          --

Exchange of common shares of Tyree Holdings
 Corp. for common shares of Amincor, Inc.                    --         --            --          --       41,154          41

Share based compensation                                     --         --            --          --           --          --

Acquisition of common shares of Tyree Holdings Corp.         --         --            --          --           --          --

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

Balance at December 31, 2012 - consolidated           1,752,823     $1,753     7,663,023      $7,663   21,286,344     $21,286
                                                      =========     ======    ==========      ======   ==========     =======

                                                    Amincor, Inc. and Subsidiaries
                                                    ------------------------------
                                                      Additional
                                                       Paid-in        Accumulated      Non-controlling       Total
                                                       Capital          Deficit           Interest          Equity
                                                       -------          -------           --------          ------
Balance at December 31, 2009 -
 restated and combined (1)                            $76,098,840      (21,500,875)      $ 1,243,422      $ 55,871,863
                                                      -----------     ------------       -----------      ------------

Conversion of loans from related parties                8,047,129               --                --         8,047,129

Acquisition of common shares of
 Tyree Holdings Corp. (1)                                (281,293)          74,474           206,819                --

Net loss                                                       --       (6,704,450)         (270,770)       (6,975,220)
                                                      -----------     ------------       -----------      ------------

Balance at December 31, 2010 - restated and
 consolidated                                          83,864,676      (28,130,851)        1,179,471        56,943,772
                                                      -----------     ------------       -----------      ------------

Acquisition of Environmental Quality Services, Inc        145,000               --                --           145,000

Share-based compensation                                  415,000               --                --           415,000

Acquisition of common shares of Tyree
 Holdings Corp. (1)                                     1,075,393         (863,008)         (212,385)               --

Net loss                                                       --      (21,962,851)       (1,096,350)      (23,059,201)
                                                      -----------     ------------       -----------      ------------
Balance at December 31, 2011 - restated and
 consolidated                                          85,500,069      (50,956,710)         (129,264)       34,444,571
                                                      -----------     ------------       -----------      ------------

Issuance of shares to officers for cash                   119,815               --                --           120,000

Exchange of common shares of Tyree Holdings
 Corp. for common shares of Amincor, Inc.                     (41)              --                --                --

Share based compensation                                  429,269               --                --           429,269

Acquisition of common shares of Tyree Holdings Corp.      500,210         (937,572)          437,362                --

Net loss                                                       --      (32,448,552)         (711,931)      (33,160,483)
                                                      -----------     ------------       -----------      ------------

Balance at December 31, 2012 - consolidated           $86,549,322     $(84,342,834)      $  (403,833)     $  1,833,357
                                                      ===========     ============       ===========      ============
</TABLE>

----------
(1)  Represents the reallocation of the previously reported equity of the
     shareholders' and the non-controlling interest.


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

                                      F-6
<PAGE>
                         Amincor, Inc. and Subsidiaries
                Consolidated or Combined Statements of Cash Flows
                       Three Years Ended December 31, 2012

<TABLE>
<CAPTION>
                                                                                  2012              2011              2010
                                                                              ------------      ------------      ------------
                                                                             (consolidated)    (consolidated)      (combined)
<S>                                                                           <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                         $(32,029,135)     $(13,999,593)     $   (441,097)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization of property,
      plant and equipment                                                        1,563,036         1,821,599         1,972,129
     Amortization of intangible assets                                           1,499,561         3,589,075         1,871,336
     Amortization of deferred financing costs                                      162,973                --                --
     Impairment of goodwill and intangible assets                               21,381,284                --                --
     Stock based compensation                                                      429,269           415,000                --
     Gain on sale of equipment                                                    (125,026)          (79,272)          (20,981)
     Provision for (recovery of) doubtful accounts                                  96,148         4,096,616          (296,675)
     Provision for credit losses                                                        --           180,000                --
  Changes in assets and liabilities:
     Accounts receivable                                                         2,694,436          (880,485)        1,459,422
     Due from factor - related party                                               (84,699)               --         2,680,926
     Inventories                                                                 1,852,346        (1,103,383)         (439,841)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                     351,671          (102,779)         (165,816)
     Prepaid expenses and other current assets                                    (217,702)         (284,877)          (55,402)
     Other assets                                                                  301,368           (42,865)          148,468
     Accounts payable                                                            5,715,325         4,457,546           708,055
     Accrued expenses and other current liabilities                                216,115          (102,924)        1,213,615
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                    (659,446)          568,916          (820,953)
     Deferred revenue                                                             (307,647)          192,558                --
     Other long-term liabilities                                                    (4,467)           (3,348)             (848)
                                                                              ------------      ------------      ------------
           NET CASH PROVIDED BY (USED IN) OPERATIONS - CONTINUING OPERATIONS     2,835,410        (1,278,216)        7,812,338
                                                                              ------------      ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                           (3,407,983)         (135,644)          (95,198)
  Proceeds from sale of equipment                                                  125,026           135,546            37,454
                                                                              ------------      ------------      ------------
           NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS        (3,282,957)              (98)          (57,744)
                                                                              ------------      ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from (repayments to) related parties                                407,694           (13,312)       (1,003,402)
  Proceeds from issuance of common stock                                           120,000                --                --
  Principal payments of capital lease obligations                                 (269,046)         (158,853)          (71,992)
  Borrowings form (repayments) of notes payable                                    712,063          (230,832)          113,639
  Proceeds from loans with related parties                                              --           124,555                --
  Payments of assumed liabilities                                               (1,108,074)         (591,598)       (1,772,486)
                                                                              ------------      ------------      ------------
           NET CASH USED IN FINANCING ACTIVITIES - CONTINUING OPERATIONS          (137,363)         (870,040)       (2,734,241)
                                                                              ------------      ------------      ------------
           NET CASH (USED IN) PROVIDED BY CONTINUING OPERATIONS                   (584,910)       (2,148,354)        5,020,353
                                                                              ------------      ------------      ------------

Net cash used in operating activities - discontinued operations                   (923,465)       (5,332,732)       (3,259,349)
Net cash provided by investing activities - discontinued operations                581,863         6,414,827           603,866
Net cash used in financing activities - discontinued operations                         --          (254,826)          (82,904)
                                                                              ------------      ------------      ------------
           NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS                 (341,602)          827,269        (2,738,387)
                                                                              ------------      ------------      ------------
</TABLE>

                                      F-7
<PAGE>
                         Amincor, Inc. and Subsidiaries
                Consolidated or Combined Statements of Cash Flows
                       Three Years Ended December 31, 2012

<TABLE>
<CAPTION>
                                                                                    2012              2011              2010
                                                                                ------------      ------------      ------------
                                                                               (consolidated)    (consolidated)      (combined)
<S>                                                                             <C>               <C>               <C>

(Decrease) increase in cash                                                         (926,512)       (1,321,085)        2,281,966
Cash, beginning of year                                                            1,286,240         2,607,325           325,359
                                                                                ------------      ------------      ------------

CASH, END OF YEAR                                                               $    359,728      $  1,286,240      $  2,607,325
                                                                                ============      ============      ============
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                                                    $    643,519      $    573,339      $  1,305,271
                                                                                ============      ============      ============
    Income taxes                                                                $     82,080      $     57,640      $     37,396
                                                                                ============      ============      ============
Non-cash investing and financing activities:
  Acquisition of equipment by capital leases and notes payable                  $    287,704      $    333,928      $    660,808
                                                                                ============      ============      ============
  Conversion of accounts payable to term notes payable                          $  3,017,268      $         --      $         --
                                                                                ============      ============      ============
  Acquisition of the assets and assumption of liabilities
   of predecessor company to Enviromental Quality Services, Inc.                $         --      $    145,000      $         --
                                                                                ============      ============      ============
  Conversion of loans from related parties                                      $         --      $         --      $  8,047,129
                                                                                ============      ============      ============
</TABLE>


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

                                      F-8
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


1. ORGANIZATION AND NATURE OF BUSINESS

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

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

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

As of December 31, 2012, the following are operating subsidiaries of Amincor:

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

BPI

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

TYREE

Tyree performs  maintenance,  repair and construction services to customers with
underground  petroleum storage tanks and petroleum product dispensing equipment.
Complimenting these services, Tyree is engaged in environmental consulting, site
assessment, analysis and management of site remediation for owners and operators
of property  with  petroleum  storage  facilities.  Tyree  markets its  services
throughout the Northeast,  Mid-Atlantic and Southern  California  regions of the
United States to national and multinational enterprises, as well as to local and
national  governmental  agencies  and  municipalities.  The  majority of Tyree's
revenue is derived from customers in the  Northeastern  United  States.  Tyree's
headquarters are located in Mt. Laurel, New Jersey.

                                      F-9
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


EHC

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

OTHER ASSETS

Other  Assets  was  incorporated  to  hold  real  estate,   equipment  and  loan
receivables.  As of December  31,  2012,  all of Other  Assets'  real estate and
equipment are classified as held for sale.

CONTRACT ADMIN

Contract Admin was  incorporated to manage  contracts which were entered into by
Amincor but performed by Tyree.

DISCONTINUED OPERATIONS

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

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

MASONRY

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

TULARE HOLDINGS

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

                                      F-10
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


ESI

ESI was the worldwide  licensee for the Volkl and Boris Becker Tennis brands. In
2010, ESI became the exclusive sales representative of Volkl and Becker products
for Samsung C&T  America,  Inc.  ESI sold their  products  domestically  through
retailers  located  throughout the United States,  and  internationally  through
International  Distributors  who would sell to retailers in their local  markets
and on-line retailers. ESI was headquartered in New York, New York.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  consolidated or combined  financial  statements of the Company
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America ("GAAP").

PRINCIPLES OF CONSOLIDATION

The consolidated  financial statements include the accounts of Amincor, Inc. and
all  of  its  consolidated  subsidiaries   (collectively  the  "Company").   All
intercompany balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

REVENUE RECOGNITION

BPI

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

                                      F-11
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


TYREE

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

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

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

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

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

EQS

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

AWWT

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

                                      F-12
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


ACCOUNTS RECEIVABLE

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

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

MORTGAGES RECEIVABLE

The mortgages  receivable consist of commercial loans collateralized by property
in Pelham Manor,  New York.  The loans were  non-performing  and property was in
foreclosure  as of December 31, 2012. The value of the mortgages is based on the
fair value of the collateral.

ALLOWANCE FOR LOAN LOSSES

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

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.

                                      F-13
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


PROPERTY, PLANT AND EQUIPMENT

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

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

GOODWILL AND INTANGIBLE ASSETS

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

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

IMPAIRMENT OF LONG-LIVED ASSETS

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

INCOME TAXES

The Company accounts for income taxes using the liability method, which provides
for an asset and liability  approach to accounting for income taxes.  Under this
method,  deferred tax assets and liabilities are recorded for future tax effects
of temporary differences between the financial reporting and tax basis of assets
and liabilities, and measured when using the current tax rates and laws that are
expected  to  be in  effect  when  the  underlying  assets  or  liabilities  are
anticipated to be recovered or settled.  Valuation  allowances are  established,
when  necessary,  to reduce  deferred  tax assets to the amount of tax  benefits
expected to be realized.

                                      F-14
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


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

FAIR VALUE MEASUREMENT

Financial  instruments  and certain  non-financial  assets and  liabilities  are
measured at their fair value as determined  based on the assets highest and best
use. GAAP has  established a framework for measuring fair value that is based on
a hierarchy  which  requires that the valuation  technique  used be based on the
most objective  inputs  available for measuring a particular asset or liability.
There are three broad  levels in the fair value  hierarchy  which  describe  the
degree of objectivity of the inputs used to determine fair value. The fair value
hierarchy is set forth as below:

Level 1 - inputs to the valuation methodology and quoted prices (unadjusted) for
          identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology  include quoted prices for similar
          assets  and  liabilities  in  active  markets,  and  inputs  that  are
          observable for the asset or liability,  either directly or indirectly,
          for substantially the full term of the financial instrument.
Level 3 - inputs to the valuation methodology are  unobservable  and significant
          to the fair  value  measurement.  They are  based on best  information
          available in the absence of level 1 and 2 inputs.

The fair value of all of the Company's  financial  instruments is  approximately
the same as their carrying amounts.

EARNINGS (LOSS) PER SHARE

Basic  earnings  (loss) per share is  computed  by  dividing  net income  (loss)
available to common stockholders by the weighted-average number of common shares
outstanding  for the period.  Diluted  earnings  (loss) per share  considers the
potential  dilution that could occur if  securities or other  contracts to issue
common  stock were  exercised  or could  otherwise  cause the issuance of common
stock.  Such contracts  include stock options and convertible  preferred  stock,
which when  exercised or converted into common stock would cause the issuance of
common stock that then would share in earnings (loss). Such potential additional
common  shares are included in the  computation  of diluted  earnings per share.
Diluted loss per share is not computed because any potential  additional  common
shares  would  reduce  the  reported  loss  per  share  and  therefore  have  an
antidilutive effect.

                                      F-15
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


SHARE-BASED COMPENSATION

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

ADVERTISING COSTS

Advertising  costs are  charged to  expense  as  incurred  and are  included  in
selling,  general and  administrative  costs on the  consolidated  statements of
operations.   Advertising  expenses  were  approximately  $62,000,  $74,000  and
$104,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

RESTATEMENT AND RECLASSIFICATIONS

The  non-controlling  interest equity consists of minority  interests in ESI and
Tyree held by their former  owners.  Since Tyree was  acquired,  the Company has
acquired  additional  shares from the Tyree's former owners thus  increasing the
Company's ownership and decreasing the ownership of the non-controlling interest
in  Tyree.   GAAP  requires  that  the  equity  of  the  shareholders'  and  the
non-controlling  ownership  interest  be  reallocated  each  time  the  relative
ownership  interest  changes.  The  Company  has  determined  that  is  was  not
reallocating  the ownership  interests of the minority  shareholder of Tyree for
the additional interest acquired since its original acquisition.  Therefore, the
previously  reported  amounts of the net loss and equity  have been  restated to
correct for those errors.

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

3. GOING CONCERN

The  accompanying  consolidated  or  combined  financial  statements  have  been
prepared  assuming  that the  Company  will  continue  as a going  concern  that
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal  course of business.  The Company has suffered  recurring  net losses
from  operations and has a working capital deficit of $21,092,591 as of December
31, 2012, which raises substantial doubt about the Company's ability to continue
as a going  concern.  The  Company's  ability to continue as a going  concern is
dependent upon its capability to raise  additional funds through debt and equity
financing, and to achieve profitable operations.  Management's plans to continue
as a going  concern  and to  achieve a  profitable  level of  operations  are as
follows:

                                      F-16
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


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

     *    Environmental Holdings Corp.
          *    Complete the sale of EQS or  liquidate  the  equipment  assets of
               EQS,
          *    Successfully  sell  large-scale  waste water treatment  equipment
               through AWWT's established licensing agreement.

     *    Tyree Holdings Corp.
          *    Increase  sales of the  environmental  business  unit to existing
               customers and bid on additional  jobs outside of Tyree's  current
               customer base. Tyree's ability to succeed in securing  additional
               environmental  business  depends on the ability of one of Tyree's
               primary   customers  to  secure   remediation   work  by  bidding
               environmental  liabilities currently present on gasoline stations
               and referring this work to Tyree,
          *    Evaluate Tyree's construction and maintenance business units with
               respect  to  their  ability  to  increase   margins  and  operate
               profitably independent of each other,
          *    Liquidate  excess  inventory  that  will not be  utilized  in the
               normal  course  of  operations  during  the  next six  months  to
               generate additional working capital.

     *    Amincor Other Assets, Inc.
          *    Liquidate  assets held for sale to provide working capital to the
               Company's subsidiaries,
          *    Rent out assets held for sale to offset the costs of ownership of
               those  assets  wherever   possible,   if  the  assets  cannot  be
               liquidated.

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

                                      F-17
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


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

4. BUSINESS COMBINATIONS

The Company's  acquisition of five of its  subsidiaries  (BPI,  Tyree,  Masonry,
Tulare,  and ESI) in 2010 has been  accounted for using the  pooling-of-interest
method  because they were all under common  control.  Therefore,  as required by
GAAP for business  combinations for entities under common control, the financial
statements  presented for the year ended December 31, 2010 reflect a combination
of the  financial  statements  for each  subsidiary  since it came under  common
control.

In connection with the  acquisitions,  the Company  assumed  liabilities for the
payment  of  certain  delinquent  accounts  payable,  income  taxes,  litigation
settlements and other specified  liabilities.  The Company has since  negotiated
repayment terms with the majority of the parties owed. The remaining amounts due
are non-interest bearing and have terms ranging in duration from 1 to 48 months.
The balances of these assumed liabilities totaled  approximately  $1,110,000 and
$2,280,000 as of December 31, 2012, 2011, respectively.

AWWT

On November 5, 2012, the Company  acquired all of the assets and assumed some of
the  liabilities of  Environmental  Waste  Treatment,  LLC ("EWT  Business"),  a
company in the business of providing water remediation services, in exchange for
a note payable of $50,000 to the seller.  The Company  assigned the EWT Business
to AWWT.

The Company accounted for the AWWT acquisition as a business combination and the
estimated  fair values at November 5, 2012 of assets  acquired  and  liabilities
assumed have been allocated as follows:

                                      F-18
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                                                    Amount
                                                                  ----------
Accounts receivable                                               $   81,972
Property, plant and equipment                                        307,600
Current liabilities assumed                                         (144,337)
Long-term liabilities assumed                                       (217,476)
Note payable to seller                                               (50,000)
                                                                  ----------

      Total identifiable net liabilities assumed                  $  (22,241)
                                                                  ==========

Since the acquisition  date, the revenues and net loss of AWWT was approximately
$93,000 and $35,000,  respectively, for the period ended December 31, 2012. Such
amounts  are  included  in  the  accompanying  2012  consolidated  statement  of
operations.

Pro forma  information  for the  operations of AWWT for the periods prior to the
acquisition  are not  present  since  AWWT  was not  material  to the  Company's
consolidated results of operations and earnings per share.

EQS

In  2011,  the  Company  acquired  all of the  assets  and  assumed  some of the
liabilities of Environmental  Testing  Laboratories,  Inc. ("ETL  Business"),  a
company in the  business  of  providing  environmental  testing  and  laboratory
services in exchange for  forgiving  the debt of the former  owner.  The Company
assigned the ETL Business to EQS.

The Company accounted for the EQS acquisition as a business  combination and the
total  consideration  of $145,000 has been allocated to the net assets  acquired
and  liabilities  assumed  based on their  respective  estimated  fair values at
January 3, 2011 as follows:

                                                                    Amount
                                                                  ----------
Equipment                                                         $  395,054
Other intangibles                                                    135,000
Accounts payable                                                     (36,844)
Assumed liabilities                                                 (362,198)
Note payable                                                        (522,501)
                                                                  ----------
      Total identifiable net liabilities assumed                    (391,489)
                                                                  ----------
Goodwill                                                             536,489
                                                                  ----------
Net assets acquired                                               $  145,000
                                                                  ==========

                                      F-19
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


For the period  January 3, 2011 to December 31, 2011,  the revenues and net loss
of EQS was  approximately  $1,251,000  and  $461,000,  respectively,  which  are
included in the accompanying 2011 consolidated statement of operations.

Pro forma  information  for the  operations  of EQS for the period  prior to the
acquisition  is not  present  since  EQS  was  not  material  to  the  Company's
consolidated results of operations and earnings per share.

5. DISCONTINUED OPERATIONS

Effective June 30, 2011, the Company  discontinued the operations of Masonry and
Tulare Holdings, Inc., and effective September 30, 2011 the Company discontinued
the  operations  of Epic Sports  International,  Inc.  As a result,  losses from
Masonry, Tulare and ESI are included in the loss from discontinued operations in
the accompanying  consolidated financial statements for the years ended December
31,  2012,  2011 and 2010,  respectively.  Assets  and  liabilities  related  to
discontinued  operations are presented  separately on the  consolidated  balance
sheets as of December 31, 2012 and 2011, respectively.  Changes in net cash from
discontinued   operations  are  presented  in  the   accompanying   consolidated
statements of cash flows for the years ended  December 31, 2012,  2011 and 2010,
respectively.  All prior period  information has been reclassified to conform to
the current period presentation.

As part of determining whether to discontinue the operations of Masonry,  Tulare
Holdings and ESI,  the Company  evaluated  the  carrying  value of the assets of
those  companies as of December 31, 2011 and determined  that the carrying value
of  such  assets  was  not  recoverable.  Therefore,  the  Company  recorded  an
impairment charge of approximately  $2.9 million for the year ended December 31,
2011,  of which  approximately  $1.2  million  related to the  reduction  of the
carrying   value  of  property  and  equipment  to  the  estimated  fair  value,
approximately  $1.4 million related to the write off of intangible  assets,  and
approximately $300,000 related to the impairment of other assets. As of December
31, 2012, the only asset  remaining is  approximately  $425,000 in escrow due to
Masonry which is related to the foreclosure of its real property.

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

<TABLE>
<CAPTION>
                                                                For the Years Ended December 31,
                                                 --------------------------------------------------
                                                     2012               2011               2010
                                                 ------------       ------------       ------------
<S>                                              <C>                <C>                <C>
Results From Discontinued Operations:
  Net revenues from discontinued operations      $      1,983       $  4,854,062       $ 19,143,149
                                                 ============       ============       ============
  Loss from discontinued operations              $ (1,131,348)      $ (9,059,608)      $ (6,534,123)
                                                 ============       ============       ============
</TABLE>

The  following is a summary of the assets and  liabilities  of the  discontinued
operations,  excluding assets held for sale (which is recorded separately on the
consolidated balance sheets).

                                      F-20
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                                          December 31,
                                                 ------------------------------
                                                     2012              2011
                                                 ------------      ------------
Prepaid expenses and other current assets        $         --      $      5,217
Property, plant and equipment, net                         --           598,106
Other assets                                          424,647            75,000
                                                 ------------      ------------
Total assets                                          424,647           678,323
                                                 ------------      ------------
Accounts payable                                    4,121,126         3,661,771
Accrued expenses and other current liabilities        883,538           907,823
                                                 ------------      ------------
Total liabilities                                   5,004,664         4,569,594
                                                 ------------      ------------

Net liabilities                                  $ (4,580,017)     $ (3,891,271)
                                                 ============      ============

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

6. MORTGAGES RECEIVABLE

The  mortgages  receivable  consist of two notes  collateralized  by property in
Pelham Manor,  New York, which were in the process of foreclosure as of December
31,  2012.  The  value  of the  mortgages  is  based  on the  fair  value of the
collateral.

As of  December  31,  2012 and  2011 the  mortgages  receivable,  designated  as
non-performing  loans,  totaled  $6,180,000.  The  Company  has  established  an
allowance for loan losses of $180,000 as of December 31, 2012 and 2011.

The following table presents mortgages  receivable and the related allowance for
loan losses as of December 31, 2012 and 2011:

                                                     2012              2011
                                                 ------------      ------------
Mortgage loans:
  Secured by commercial real estate              $  6,180,000      $  6,180,000
Less:
  Allowance for loan losses                          (180,000)         (180,000)
                                                 ------------      ------------

Total loans receivable                           $  6,000,000      $  6,000,000
                                                 ============      ============

                                      F-21
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                                 2012                  2011
                                             ------------          ------------
Beginning Balance                            $    180,000          $         --
  Charge-offs                                          --                    --
  Recoveries                                           --                    --
  Provisions                                           --               180,000
                                             ------------          ------------
Ending Balance                               $    180,000          $    180,000
                                             ============          ============
Ending balance:
  individually evaluated for impairment      $         --          $         --
                                             ============          ============
Ending balance:
  collectively evaluated for impairment      $    180,000          $    180,000
                                             ============          ============
Loans:
Ending balance:
  individually evaluated for impairment      $         --          $         --
                                             ============          ============
Ending balance:
  collectively evaluated for impairment      $  6,000,000          $  6,000,000
                                             ============          ============

The changes to the  allowance  for loan losses for the years ended  December 31,
2012 and 2011 is summarized as follows:

7. INVENTORIES

Inventories consist of:

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

A summary of inventory as of December 31, 2012 and 2011 is below:

                                                 2012                    2011
                                              ----------              ----------
Raw materials                                 $3,058,645              $4,321,380
Ingredients                                      108,673                 637,153
Finished goods                                       454                  91,405
                                              ----------              ----------
                                               3,167,772               5,049,938
Inventory reserves                               546,873                 576,693
                                              ----------              ----------

Inventories, net                              $2,620,899              $4,473,245
                                              ==========              ==========

                                      F-22
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


8. PROPERTY, PLANT AND EQUIPMENT

As of December 31, 2012 and 2011 property,  plant and equipment from  continuing
operations consisted of the following:

                                    Useful Lives
                                      (Years)         2012             2011
                                      -------      -----------      -----------
Land                                    n/a        $   430,000      $   430,000
Machinery and equipment                 2-10        16,407,366       12,840,288
Furniture and fixtures                  5-10           110,439          110,439
Building and leasehold improvements     10           3,376,869        3,226,010
Computer equipment and software         5-7            847,329          804,010
Construction in progress                n/a                 --           14,801
Vehicles                                3-10           408,080          212,093
                                                   -----------      -----------
                                                    21,580,083       17,637,641
Less accumulated depreciation                        7,055,259        6,003,675
                                                   -----------      -----------

                                                   $14,524,824      $11,633,966
                                                   ===========      ===========

Property,  plant and equipment  include items under capital leases of $1,151,704
and  $864,464  as of  December  31,  2012 and  2011,  respectively.  Accumulated
depreciation  includes  $296,348  and  $103,181  related  to  those  items as of
December 31, 2012 and 2011, respectively.

Total  depreciation  expense  related to continuing  operations  for years ended
December 31, 2012,  2011 and 2010 was  $1,563,036,  $1,821,599  and  $1,972,129,
respectively.

9.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

On July  16,  2012,  BPI  was  notified  that  its  primary  customer  would  be
terminating  its contract  with the Company as of the end of October 2012 due to
BPI's  inability  to meet  certain  pricing,  cost and product  offering  needs.
Consequently,  BPI  performed  an  impairment  study and  concluded  that  BPI's
goodwill and  intangible  assets were fully  impaired.  The Company  recorded an
impairment   expense  of  $7,770,900  and  $4,812,496  for  BPI's  goodwill  and
intangible assets (customer relationships), respectively, in 2012.

On December  31, 2012,  annual  impairment  studies were  performed on Tyree and
EHC's goodwill.  The impairment study on Tyree's goodwill concluded that Tyree's
goodwill  asset was  fully  impaired.  The  impairment  study on EHC's  goodwill
concluded  that the goodwill as related to EQS  subsidiary  was fully  impaired,
while the goodwill as related to AWWT  subsidiary was not impaired.  The Company
recorded an  impairment  expense of  $7,575,500  and $535,988 for Tyree and EHC,
respectively in 2012 in accordance with the results of these impairment studies.

Goodwill of $22,241 and $15,882,388 at December 31, 2012 and 2011, respectively,
and licenses and permits (an  intangible  asset) of $2,744,000 and $3,430,400 at
December 31, 2012 and 2011,  respectively,  have indefinite useful lives and are

                                      F-23
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


not being  amortized  but tested for  impairment  annually  or whenever an event
occurs that may indicate a significant  decrease in the fair value of the assets
has taken place.

Intangible Assets

Intangible  assets with finite  useful lives are  amortized  on a  straight-line
basis over the useful  lives of the  assets.  Intangible  assets  consist of the
following at December 31, 2012 and 2011:

                                    Useful Lives
                                      (Years)         2012             2011
                                      -------      -----------      -----------
Intangible assets subject to
amortization:
  Customer relationships                5-10       $ 1,327,700      $ 8,976,700
  Non-competition agreements            5            5,886,300        5,886,300
                                                   -----------      -----------
                                                     7,214,000       14,863,000
Less accumulated amortization                        7,214,000        8,550,942
                                                   -----------      -----------
Intangible assets subject to
 amortization, net                                          --        6,312,058

Intangible assets not subject
 to amortization:
Licenses and permits                                 2,744,000        3,430,400
                                                   -----------      -----------

Intangible assets, net                             $ 2,744,000      $ 9,742,458
                                                   ===========      ===========

The  aforementioned  licenses  and permits  have  renewal  provisions  which are
generally one to four years. At December 31, 2012, 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.

Prior to December 31, 2011,  the Company  amortized the  non-compete  intangible
asset using the contractual term of the underlining  agreements.  However, based
on the  contractual  revisions,  the  Company  determined  that the  non-compete
intangible asset has a shorter life than previously estimated.  As a result, the
Company changed the estimate of amortizable lives for the non-compete intangible
asset to 5 years. The purpose of this change was to more accurately  reflect the
useful life of this asset.  In accordance  with GAAP, the change in the life has
been  accounted  for as a change in accounting  estimate on a prospective  basis
from December 31, 2011.  As a result of the change in the estimated  life of the
non-compete intangible asset, both selling and general  administrative  expenses
and net loss were higher by $1,717,238  for the year ended December 31, 2011, as
compared to December 31, 2010.

For the year ended  December 31, 2012,  the Company  recorded  total  impairment
expense of $21,381,284  consisting of $15,882,388,  $4,812,496,  and $686,400 on
goodwill, customer relationships, and licenses and permits, respectively.

                                      F-24
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


Amortization  expense  related  to  continuing  operations  for the years  ended
December 31, 2012,  2011 and 2010 was  $1,499,561,  $3,589,075  and  $1,871,336,
respectively.   At  December  31,  2012,  all   intangible   assets  subject  to
amortization were fully amortized.

10. TYREE CONTRACTS

Tyree's contracts are as follows:

                                                     2012              2011
                                                 ------------      ------------
Costs incurred on uncompleted contracts          $  4,734,336      $  9,030,273
Estimated earnings                                    878,953         2,616,311
                                                 ------------      ------------
                                                    5,613,289        11,646,584
Less: Billings to date                             (6,029,324)      (12,370,394)
                                                 ------------      ------------

                                                 $   (416,035)     $   (723,810)
                                                 ============      ============
Included in the accompanying consolidated
balance sheets under the following captions:
  Costs and estimated earnings in excess of
   billings on uncompleted contracts             $     30,260      $    381,931
  Billings in excess of costs and estimated
   earnings on uncompleted contracts                 (446,295)       (1,105,741)
                                                 ------------      ------------

                                                 $   (416,035)     $   (723,810)
                                                 ============      ============

11. INCOME TAXES

The Company  records the income tax effect of transactions in the same year that
the  transactions  occur  to  determine  net  income,  regardless  of  when  the
transactions  are  recognized  for tax purposes.  Deferred taxes are provided to
reflect the income tax effects of amounts  included in the  Company's  financial
statements in different periods than for tax purposes, and principally relate to
bad debt  allowances  for accounts  receivables,  equity  compensation  charges,
impairment of long-lived assets,  depreciation,  and amortization  expenses. The
provision for the income taxes for the years ended December 31, 2012,  2011, and
2010 is as follows:

                                      F-25
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                               Years Ended December 31,
                                    -------------------------------------------
                                      2012              2011             2010
                                    --------          ---------        --------
CURRENT:
  Federal                           $     --          $      --        $     --
  State and local                         --                 --         184,250
                                    --------          ---------        --------
      Total current                       --                 --         184,250
                                    --------          ---------        --------
DEFERRED:
  Federal                                 --                 --              --
  State and local                         --                 --              --
                                    --------          ---------        --------
      Total deferred                      --                 --              --
                                    --------          ---------        --------

PROVISION FOR INCOME TAXES          $     --          $      --        $184,250
                                    ========          =========        ========

Deferred tax assets  represent  the future  income tax benefit from amounts that
have been recognized as expenses for financial statement purposes in the current
period  which may not be deducted for income tax  purposes  until future  years.
Likewise, deferred tax liabilities represent the current income tax benefit from
amounts  that may be  deducted  for  income tax  purposes  but have not yet been
recognized as expenses for financial statement purposes.

The Company evaluates deferred income taxes quarterly to determine if it is more
likely than not that the future tax  benefits  from  deferred tax assets will be
realized  in  future  years.  Valuation  allowances  are  established  if  it is
determined  that the  Company  may not  realize  some or all of such  future tax
benefits. The Company assesses whether valuation allowances against the deferred
tax assets  should be  established  or adjusted  based on  consideration  of all
available evidence,  both positive and negative,  using the more likely than not
standard. This assessment considers,  among other matters, the nature, frequency
of recent income and losses,  forecasts of future profitability and the duration
of statutory  carry  forwards  periods.  In making such  judgments,  significant
weight is given to evidence that can be objectively verified.

The tax  effect of  temporary  differences  that give rise to the  deferred  tax
assets and liabilities as of December 31, 2012 and 2011 are presented below:

                                      F-26
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


<TABLE>
<CAPTION>
                                                                   December 31,
                                                           2012                  2011
                                                       ------------          ------------
<S>                                                    <C>                   <C>
DEFERRED TAX ASSETS:
  Net operating loss carryforwards                     $ 14,459,000          $ 10,121,000
  Accounts receivable                                       179,000               833,000
  Inventory                                                 275,000               298,000
  Goodwill                                                4,416,000                    --
  Intangible assets                                       3,927,000             1,821,000
  Accrued expenses and other current liabilities            518,000               276,000
                                                       ------------          ------------
      TOTAL DEFERRED TAX ASSETS                        $ 23,774,000          $ 13,349,000
                                                       ------------          ------------
DEFERRED TAX LIABILITIES:
  Goodwill                                             $         --          $  1,513,000
  Intangible assets                                              --               352,000
  Property, plant and equipment                             113,000               417,000
                                                       ------------          ------------
      TOTAL DEFERRED TAX LIABILITIES                        113,000             2,282,000
                                                       ------------          ------------
                                                         23,661,000            11,067,000
LESS VALUATION ALLOWANCE                                 23,661,000            11,067,000
                                                       ------------          ------------

NET DEFERRED TAX ASSETS                                $         --          $         --
                                                       ============          ============
</TABLE>

As of  December  31,  2012,  the  Company's  federal net  operating  losses were
approximately $36 million.  These net operating loss  carryforwards  expire from
the years ended 2028 to 2032.  These net  operating  loss  carryforwards  may be
limited in  accordance  with the Internal  Revenue Code ("IRC") based on certain
changes in ownership that have occurred, or could occur in the future.

The  Company is in the  process of  completing  its 2011  federal  and state tax
returns.

The Company's  effective tax rate differs from the statutory  Federal income tax
rate of 34%, primarily due to the effect of state and local income taxes and the
impact of recording a deferred tax valuation allowance. A deferred tax valuation
allowance is recorded if it is determined  that the Company may not realize some
or all of the future tax benefits from the deferred tax assets,  which primarily
consist  of  the  potential   future  tax  benefits  from  net  operating   loss
carryforwards.  The following is a reconciliation of the income tax expense that
would result from  applying the U.S.  Federal  statutory  income tax rate to the
Company's  recorded  income tax expense for the years ended  December  31, 2012,
2011, and 2010:

                                      F-27
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                        2012               2011              2010
                                                    ------------       ------------      ------------
<S>                                                 <C>                <C>               <C>
Income tax expense at federal statutory rate        $(11,274,000)      $ (7,840,000)     $ (2,372,000)
State taxes                                           (1,990,000)        (1,384,000)         (419,000)
Permanent differences                                    669,000          1,227,000           432,000
Loss of NOL's due to SRLY rules                               --          5,394,000                --
Change in deferred tax calculation allowances         12,595,000          2,603,000         2,359,000
                                                    ------------       ------------      ------------

                                                    $         --       $         --      $         --
                                                    ============       ============      ============
</TABLE>

12. Long-Term Debt

Long-term debt consists of the following at December 31, 2012 and 2011:

                                                      2012             2011
                                                   ----------       ----------
Equipment loans payable,  collateralized by the
assets  purchased,   and  bearing  interest  at
annual fixed rates ranging from 8.00% to 15.00%
as  of  December   31,  2012  and  2011,   with
principal and interest  payable in installments
through July 2014                                  $  748,293       $  820,251

Promissory notes payable, with zero interest to
current  accounts  payable  vendors   including
imputed   interest  of  $154,216  and  $225,672
calculated  at  10.00%  and  8.80% for 2012 and
2011,  respectively.  Payment terms are from 12
to 36 months                                        3,135,840        1,956,067

Promissory   notes   payable,    with   accrued
interest,  to three  former  stockholders  of a
predecessor company.  These notes are unsecured
and are  subordinate  to the  Company's  senior
debt. The notes  matured,  are in default as of
December  31,  2012,  and bear  interest  at an
annual fixed rate of 6.00%                            500,000          500,000

Note payable to a commercial  bank.  Payable in
monthly  installments of principal and interest
of  $6,198   through  March  2015.  The  annual
interest rate is 7.25%
                                                      242,149          370,618
Bridge   loan   with   a    commercial    bank,
collateralized by property, plant and equipment
in  addition to assets  purchased,  and bearing
interest  at 2.75%  above the U.S.  Prime  Rate
with a floor of 5.00% and a  ceiling  of 7.00%.
The loan matures on May 31, 2013                    2,749,985               --
                                                   ----------       ----------
Total                                               7,376,267        3,646,936
Less current portion                                6,057,595        1,846,565
                                                   ----------       ----------

Long-term portion                                  $1,318,672       $1,800,371
                                                   ==========       ==========

Future minimum principal payments on long-term debt are as follows:

                                      F-28
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


     Year Ending December 31,
      2013                                     $6,057,595
      2014                                      1,161,615
      2015                                        157,057
                                               ----------

                                               $7,376,267
                                               ==========

The Company is obligated  under various  capital lease  agreements for machinery
and  equipment.  The terms of the  leases  range from one to five years and have
effective interest rates that range from 4.4% to 13.0%

Future minimum lease  payments  under the capital lease  obligations at December
31, 2012 are as follows:

     Years Ended                                  Total
     -----------                                  -----
       2013                                    $  350,140
       2014                                       295,809
       2015                                       136,644
       2016                                        79,117
       2017                                        28,842
                                               ----------
                                                  890,552
                                               ----------
     Less amount representing interest            108,003
                                               ----------

                                               $  782,549
                                               ==========

13. Related Party Loans

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

                                      F-29
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


Loans from a related party consist of the following at:

                                                       2012            2011
                                                    ----------      ----------
Loan  and  security   agreement  with  Capstone
Capital Group, LLC which expires on November 1,
2013 bearing interest at 18% per annum. Maximum
borrowing of $1,000,000                             $  764,799      $  338,908

Loan  and  security   agreement  with  Capstone
Capital  Group,  LLC which  expires  on May 15,
2015 bearing interest at 18% per annum. Maximum
borrowing of $1,000,000                                473,820         499,577
                                                    ----------      ----------
Total  loans and  amounts  payable  to  related
parties                                             $1,238,619      $  838,485
                                                    ==========      ==========


Interest expense for these loans amounted to $330,894, $200,893, and $16,928 for
the years ended December 31, 2012, 2011 and 2010, respectively.

14. Shareholders' Equity

Prior to the acquisition by the Company, the businesses of each of the companies
acquired were borrowers  under financing  agreements  with several  interrelated
partnerships.  Due to their  failure  to make  payments  under  their  financing
agreements,  the lending  partnerships  exercised their right to take control of
these borrowing  businesses.  Upon taking control,  new corporate  entities were
formed to own and operate each of these  businesses and capital stock of each of
the  new  corporations  was  distributed  to  the  partners  of the  lenders  in
proportion  to their  partnership  interests.  Following  these  takeovers,  the
Company  acquired these businesses and then the stockholders of the newly formed
corporations  received  Amincor  capital  stock,  in  proportion to their former
partnership interests.

Upon  completion  of these  acquisitions,  the  general  partners of the lending
partnerships  referred to the above received Amincor Class A voting common stock
and the limited  partners  received  Amincor Class B non-voting  or  convertible
preferred  stock.  Convertible  preferred  stock  was  issued  to those  limited
partners who had placed  redemption  requests before the defaults and subsequent
takeovers discussed as above. Except for the voting rights,  Class A and Class B
common stock are identical.

As a result,  the  Company's  stockholders  each have an  ownership  interest in
Amincor that is equivalent  to their rights and interest in the above  mentioned
lending partnerships.

CONVERTIBLE PREFERRED STOCK

The  Company  may at any time or from time to time  redeem  on a pro rata  basis
issued and outstanding preferred shares by paying the holders of preferred stock
$100 for each  share  redeemed.  In the event of  liquidation,  dissolution,  or
winding up of the  company,  the  preferred  shares are entitled to a payment of

                                      F-30
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


$100 per share  before any  payment  is made to or set aside for the  holders of
common shares.

On or after January 1, 2011,  any holders of  convertible  preferred  shares are
entitled to convert  their shares into Class B common  shares on the basis of 10
shares of common stock for each preferred share.

For the years ended December 31, 2012 and 2011, no preferred stock was converted
into Class B common shares.

COMMON STOCK

The holders of both Class A and Class B common shares are entitled to dividends,
if  declared  by the Board of  Directors,  however no  dividends  can be paid on
common stock until all shares of convertible  preferred stock have been redeemed
or  converted to common  stock.  The holders of Class B common stock do not have
any voting rights. In the event of liquidation,  the holders of both classes are
entitled  to  share  ratably  in  all  assets  remaining  after  payment  of all
liabilities and any preferences on preferred stock that may be then outstanding.
The common stockholders do not have any cumulative or preemptive rights.

On June 27, 2012, the Company issued 68,928 shares of Class B common shares as a
correction of the amount of shares issued on the Company's  Payment in Kind date
of December  31,  2009.  Management  discovered  a  calculation  error and these
additional Class B common shares were issued to accurately  represent the number
of shares owned by the  shareholder.  As a result,  the amount of Class B shares
outstanding  as of December  31, 2011 and 2010 and the weighted  average  shares
outstanding  for the years ended  December 31, 2011 and 2010 have been restated.
This  correction  is de  minimus  and had no  discernible  effect on  previously
reported loss per share.

On December 31, 2012,  the Company issued 41,154 shares of Class B common shares
in exchange for 10,700 shares of Tyree's Common Stock.  Tyree's Common Stock was
converted to Amincor Class B shares using a $0.65 valuation as calculated by the
Company's  book value of shares  outstanding on September 30, 2012. As a result,
the Company's ownership stake in Tyree changed from 95.4% to 99.0%.

On December 31, 2012, the Company issued 184,614 shares of Class A common shares
to certain officers of the Company in exchange for $120,000. The Company's Class
A shares were valued using a $0.65 valuation as calculated by the Company's book
value of shares outstanding on September 30, 2012.

15. Share-Based Compensation

The Company  does not have a formally  adopted  share-based  compensation  plan.
Stock option grants have been made as determined by the Board of Directors.

                                      F-31
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


On April 17, July 1,  October 1, and December  31, 2012 the  Company's  Board of
Directors granted common stock Class A options to the President, Vice-President,
CFO, certain  management and employees of the Company,  and certain officers and
employees of its subsidiary companies,  all at various exercise prices, based on
the estimated fair market value of the Company's  share price at the date of the
grant. 50% of the options vest and become  exercisable on the first  anniversary
of the grant date and the remaining 50% on the second  anniversary  of the grant
date, provided that the individual is employed by the Company on the anniversary
date.

On April 1,  September 1, and December 1, 2011 the Company's  Board of Directors
granted  common  stock Class A options to the  President,  Vice-President,  CFO,
certain  management  and  employees  of the  Company,  and certain  officers and
employees of its subsidiary companies,  all at various exercise prices, based on
the estimated fair market value of the Company's  share price at the date of the
grant.  The  options  granted on April 1, 2011  vested  and  became  exercisable
immediately.  For the September 1, 2011 and December 1, 2011 grants,  50% of the
options  vested and became  exercisable  on the first  anniversary  of the grant
date, provided that the individual is employed by the Company on the anniversary
date.

On December 31, 2010, the Board of Directors  approved the issuance and granting
of stock options to certain of the Company's officers. The grant was for options
to purchase an aggregate  120,799  shares of Class A common stock at an exercise
price of $2.80.  50% of the options  vested and became  exercisable on the first
anniversary of the grant date and the remaining 50% on the second anniversary of
the grant date,  provided that the  individual is employed by the Company on the
anniversary date.

The  Company  estimates  the fair value of the stock  options on the date of the
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,  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 following assumptions were used in 2012, 2011, and 2010:

      Valuation Assumptions              2012              2011        2010
      ---------------------              ----              ----        ----
      Expected life                         5                 5           5
      Risk-free interest rate    0.72% - 0.90%      0.9% - 2.24%       5.20%
      Expected volatility                  40%               40%         27%
      Dividend yield                       --                --          --
      Forfeiture rate                       0%                0%          0%


Share based  compensation  cost of  approximately  $429,000,  $415,000 and $0 is
reflected in selling,  general and  administrative  expenses on the accompanying
consolidated  or combined  statements of operations for the years ended December
31, 2012, 2011 and 2010, respectively.

                                      F-32
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


The following  table  summarizes  the Company's  stock options  activity for the
three years ended December 31, 2012:
                                                                      Weighted
                                                         Weighted      Average
                                                          Average     Remaining
                                                         Exercise    Contractual
                                              Shares       Price    Term (Years)
                                              ------       -----    ------------
Options outstanding at January 1, 2010
  Granted                                     120,799      $2.80         3.00
  Exercised                                        --         --           --
  Canceled, forfeited or expired                   --         --           --
                                            ---------      -----         ----

Options outstanding at December 31, 2010      120,799       2.80         3.00
  Granted                                   1,389,890       1.78         3.60
  Exercised                                        --         --           --
  Canceled, forfeited or expired                   --         --           --
                                            ---------      -----         ----
Options outstanding at December 31, 2011    1,510,689       1.86         3.55
  Granted                                   1,630,780       1.07         4.62
  Exercised                                        --         --           --
  Canceled, forfeited or expired                   --         --           --
                                            ---------      -----         ----

Options outstanding at December 31, 2012    3,141,469      $1.45         4.11
                                            =========      =====         ====
Options vested and exercisable at:
  December 31, 2011                           532,399      $1.98         4.22
                                            =========      =====         ====

December 31, 2012                           1,051,744      $1.92         3.45
                                            =========      =====         ====

The following table summarizes  information about stock options  outstanding and
exercisable as of December 31, 2012


            Options Outstanding                           Options Exercisable
---------------------------------------------------    ------------------------
                            Weighted
                            Average        Weighted                    Weighted
                           Remaining       Average                     Average
Exercise                Contractual Life  Exercise                    Exercise
 Prices   Outstanding       (Years)         Price      Exercisable      Price
 ------   -----------       -------         -----      -----------      -----
$0.65       398,500          5.00           $0.65             --        $  --
 1.13       403,500          4.75            1.13             --           --
 1.21       410,890          4.50            1.21             --           --
 1.29       417,890          4.25            1.29             --           --
 1.73       917,890          3.78            1.73        458,945         1.73
 1.88       472,000          3.25            1.88        472,000         1.88
 2.80       120,799          3.00            2.80        120,799         2.80
-----     ---------          ----           -----      ---------        -----

$1.45     3,141,469          4.11           $1.45      1,051,744        $1.92
=====     =========          ====           =====      =========        =====

                                      F-33
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


As of December 31, 2012, the total compensation cost related to nonvested awards
not yet recognized was approximately $620,000 and this expense is expected to be
recognized over a remaining weighted average period of 4.11 years.

16. Loss Per Share

The calculation of net loss per share is as follows:

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                     2012              2011              2010
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>
Numerator for loss per share
  Net loss from continuing operations            $(32,029,135)     $(13,999,593)     $   (441,097)
  Net loss from discontinued operations            (1,131,348)       (9,059,608)       (6,534,123)
                                                 ------------      ------------      ------------

Net loss                                         $(33,160,483)     $(23,059,201)     $ (6,975,220)
                                                 ============      ============      ============
Denominator for loss per share
  Basic and diluted weighted-average shares:       28,724,218        28,723,599        28,723,599
                                                 ============      ============      ============
Loss per share:
  Basic and diluted
  Net loss from continuing operations            $      (1.12)     $      (0.49)     $      (0.02)
                                                 ============      ============      ============

Net loss from discontinued operations            $      (0.04)     $      (0.31)     $      (0.22)
                                                 ============      ============      ============

Net loss                                         $      (1.15)     $      (0.80)     $      (0.24)
                                                 ============      ============      ============
</TABLE>

The Company's loss attributable to common stockholders,  along with the dilutive
effect of  potentially  issuable  common  stock due to  outstanding  options and
convertible  securities causes the normal  computation of diluted loss per share
to be smaller than the basic loss per share;  thereby  yielding a result that is
counterintuitive. Consequently, the diluted loss per share amount presented does
not differ from basic loss per share due to this "anti-dilutive" effect.

At December 31,  2012,  2011,  and 2010,  the Company had  potentially  dilutive
common shares attributable to the following:

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                     2012              2011              2010
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>
Stock options                                       3,141,469         1,510,689          120,799
Convertible preferred stock                        17,528,230        17,528,230        17,528,230
                                                 ------------      ------------      ------------

Total                                              20,669,699        19,038,919        17,649,029
                                                 ============      ============      ============
</TABLE>

17. Operating Segments

The Company is organized  into six operating  segments:  (1) Amincor,  (2) Other
Assets,  (3) Contract  Admin (4) BPI, (5) EHC, and (6) Tyree.  Assets related to
discontinued   operations  ("Disc.  Ops")  are  also  presented  below.  Segment
information is as follows:

                                      F-34
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012

                                                    December 31,
                                             2012                  2011
                                         ------------          ------------
ASSETS:
  Amincor                                $    710,791          $    536,061
  Other Assets                              8,566,434             8,667,433
  Contract Admin                                   --                    --
  BPI                                      12,051,571            24,851,264
  EHC                                       1,144,626             1,298,597
  Tyree                                    12,529,072            26,169,574
  Disc. Ops                                   424,647               678,322
                                         ------------          ------------

TOTAL ASSETS                             $ 35,427,141          $ 62,201,251
                                         ============          ============

                                                    December 31,
                                             2012                  2011
                                         ------------          ------------
CAPITAL EXPENDITURES
  Amincor                                $         --          $         --
  Other Assets                                     --                    --
  Contract Admin                                   --                    --
  BPI                                       3,752,384                58,644
  EHC                                         323,310                    --
  Tyree                                       375,043                77,000
                                         ------------          ------------

TOTAL CAPITAL EXPENDITURES               $  4,450,737          $    135,644
                                         ============          ============

                                                    December 31,
                                             2012                  2011
                                         ------------          ------------
GOODWILL:
  Amincor                                 $        --          $         --
  Other Assets                                     --                    --
  Contract Admin                                   --                    --
  BPI                                              --             7,770,900
  EHC                                          22,241               535,988
  Tyree                                            --             7,575,500
                                         ------------          ------------

TOTAL GOODWILL                           $     22,241          $ 15,882,388
                                         ============          ============

                                                    December 31,
                                             2012                  2011
                                         ------------          ------------
INTANGIBLE ASSETS, NET:
  Amincor                                $         --          $         --
  Other Assets                                     --                    --
  Contract Admin                                   --                    --
  BPI                                              --             5,194,946
  EHC                                         135,000               135,000
  Tyree                                     2,609,000             4,412,512
                                         ------------          ------------

TOTAL INTANGIBLE ASSETS                  $  2,744,000          $  9,742,458
                                         ============          ============

                                      F-35
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                       Years Ended December 31,
                              2012                2011                2010
                          ------------        ------------        ------------
Net Revenues:
  Amincor                 $         --        $         --        $         --
  Other Assets                      --                  --                  --
  Contract Admin                    --                  --                  --
  BPI                       14,587,744          15,968,945          13,292,090
  EHC                        1,119,031           1,017,017                  --
  Tyree                     36,559,923          45,311,721          53,624,333
                          ------------        ------------        ------------

NET REVENUES              $ 52,266,698         $62,297,683         $66,916,423
                          ============        ============        ============

                                       Years Ended December 31,
                              2012                2011                2010
                          ------------        ------------        ------------
Income(loss) before
 Provision for Income
 Taxes:
   Amincor                $    863,055        $ (6,194,254)       $ (1,832,938)
   Other Assets                 28,100           1,221,966           1,147,494
   Contract Admin                 (592)                395                 197
   BPI                     (16,639,730)           (828,915)           (269,613)
   EHC                        (854,834)           (460,968)                 --
   Tyree                   (15,425,134)         (7,737,817)            698,013
                          ------------        ------------        ------------
INCOME (LOSS) BEFORE
 PROVISION FOR INCOME
 TAXES                    $(32,029,135)       $(13,999,593)       $   (256,847)
                          ============        ============        ============

                                       Years Ended December 31,
                              2012                2011                2010
                          ------------        ------------        ------------
Depreciation of Property
 and Equipment:
   Amincor                $         --         $        --        $         --
   Other Assets                     --             813,300           1,041,010
   Contract Admin                   --                  --                  --
   BPI                         872,109               9,873               3,875
   EHC                         101,743              93,768                  --
   Tyree                       589,184             904,658             927,244
                          ------------        ------------        ------------
TOTAL DEPRECIATION OF
 PROPERTY AND EQUIPMENT   $  1,563,036        $  1,821,599        $  1,972,129
                          ============        ============        ============

                                      F-36
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


                                       Years Ended December 31,
                              2012                2011                2010
                          ------------        ------------        ------------
Amortization of Intangible
 Assets:
   Amincor                $         --        $         --        $         --
   Other Assets                     --                  --                  --
   Contract Admin                   --                  --                  --
   BPI                         382,450             764,900             764,900
   EHC                              --                  --                  --
   Tyree                     1,117,111           2,824,175           1,106,436
                          ------------        ------------        ------------
TOTAL AMORTIZATION OF
 INTANGIBLE ASSETS        $  1,499,561        $  3,589,075        $  1,871,336
                          ============        ============        ============

                                       Years Ended December 31,
                              2012                2011                2010
                          ------------        ------------        ------------
Interest (Income) Expense:
  Amincor                 $   (369,904)       $   (688,220)       $   (136,901)
  Other Assets                 (28,100)            (26,732)                 --
  Contract Admin                    --                  --                  --
  BPI                          535,986             285,279             579,692
  EHC                           85,203              58,102                  --
  Tyree                      1,031,437             831,364             579,934
                          ------------        ------------        ------------
TOTAL INTEREST
 EXPENSE, NET             $  1,254,622        $    459,793        $  1,022,725
                          ============        ============        ============

18. Commitments and Contingencies

WARRANTY

Tyree's  contracts  with its  customers  usually  contain a written  or  implied
warranty on workmanship for one year. Subcontractors and parts suppliers used by
Tyree  generally  warrant the parts they supply or services  they  perform for a
similar period. At project or service  completion,  customers provide written or
verbal  acceptance of Tyree's work.  Warranty related costs experiences by Tyree
typically  consist of minor  adjustments or calibration  work. Tyree has accrued
approximately $50,000 at December 31, 2012 and 2011 for estimated warranty costs
related to completed contracts.

LEASE COMMITMENTS

The Company  leases office and warehouse  space under  non-cancelable  operating
leases that  expire at various  dates  through  2015.  Some of the leases  carry
renewal  provisions and some require the Company to pay  maintenance  costs or a
share of real estate taxes and other costs.  Rental payments may be adjusted for
increases in taxes and insurance.

                                      F-37
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


Rent expense on leases  containing  scheduled  rent  increases is  recognized by
amortizing the aggregate lease payments on a straight-line  basis over the lease
term.  This has resulted in deferred rent  liabilities of $13,429 and $18,313 as
of  December  31,  2012 and  2011,  respectively  which  are  included  in other
liabilities on the consolidated balance sheet.

Rent expense  totaled  $2,113,872  $1,802,985,  and $805,035 for the years ended
December 31, 2012,  2011, and 2010,  respectively,  which includes related party
rent of  $1,257,368,  $1,073,317,  and $264,520 for the years ended December 31,
2012, 2011, and 2010, respectively.

At December 31, 2012, the future minimum lease commitments under  non-cancelable
operating leases, including leases with related parties, are as follows:

                                           Total
                                        ----------
     Years ending December 31,
       2013                             $  469,204
       2014                                378,834
       2015                                194,580
                                        ----------

                                        $1,042,618
                                        ==========

EMPLOYEE BENEFIT PLANS

BPI

BPI established a 401(k)  retirement plan (the "BPI Plan") effective  January 1,
2009. The Plan covers  employees of the Company who have completed  three months
(250 hours) of service and have  attained the age of  twenty-one.  All employees
hired  prior to January  1, 2009,  entered  the Plan  immediately.  The BPI Plan
permits participants to choose either a traditional pre-tax salary deferral plan
or a Roth after-tax  deferral plan. BPI does not make matching or  discretionary
contributions.

TYREE

Tyree has  established  the Tyree Holdings  401(k)  Retirement  Plan (the "Tyree
Plan"), which covers all eligible non-union  employees.  The Tyree Plan provides
for  voluntary  contributions  by eligible  employees  up to a maximum of 85% of
their  eligible  compensation,  subject to the applicable  federal  limitations.
Tyree has the option to make a discretionary contribution each year, but did not
make any contributions for the years ended December 31, 2012, 2011 and 2010.

Tyree has collective  bargaining  agreements with labor unions. These agreements
expired at varying  dates  through  November 30, 2012.  In  accordance  with its
collective  bargaining  agreements,  Tyree  participates in four  multi-employer

                                      F-38
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


pension  plans and one defined  contribution  (401k) Plan.  These plans  provide
benefits  to  substantially   all  union  employees.   Such  plans  are  usually
administered  by a  board  of  trustees  comprised  of  the  management  of  the
participating  companies and labor representatives.  The net pension cost of the
pension plans is equal to the annual contribution  determined in accordance with
the provisions of negotiated labor contracts. Assets contributed to such pension
plans are not segregated or otherwise restricted to provide benefits only to the
Tyree's employees.  The risks of participating in these  multi-employer  pension
plans are different  from  single-employer  plans in the following  aspects:  1)
assets  contributed  to the  multi-employer  pension plan by one employer may be
used to provide benefits to employees of other participating  employers; 2) if a
participating  employer stops contributing to the plan, the unfunded obligations
of the plan may be borne by the  remaining  participating  employers;  and 3) if
Tyree chooses to stop participating in some of its multi-employer pension plans,
Tyree may be  required  to pay those  plans an amount  based on the  underfunded
status of the plan, which is referred to as a withdrawal liability.

Tyree's  participation  in these  pension  plans  for the  annual  period  ended
December  31,  2012,  2011,  and  2010  is  outlined  in the  table  below.  The
"EIN/Pension  Plan Number" column  provides the Employee  Identification  Number
("EIN") and the three-digit plan number. Unless otherwise noted, the most recent
Pension  Protection Act ("PPA") zone status available in 2012, 2011, and 2010 is
for the plan's year-end at December 31, 2012, 2011, and 2010, respectively.  The
zone status is based on  information  that Tyree  received  from the plan and is
certified by the plan's actuary.  Among other factors, plans in the red zone are
generally less than 65 percent funded, plans in the yellow zone are less than 80
percent funded,  and plans in the green zone are at least 80 percent funded. The
"FIP/RP Status Pending/Implemented" column indicates plans for which a financial
improvement  plan ("FIP") or a  rehabilitation  plan ("RP") is either pending or
has  been  implemented.  The  last  column  lists  the  expiration  dates of the
collective-bargaining agreements to which the plans are subject.

<TABLE>
<CAPTION>
                                                                                                                    Expiration
                                     Pension Protection        FIP/RP                                                 Date of
                                       Act Zone Status         Status           Tyree Contributions                 Collective-
                  EIN/Pension     --------------------------   Pending /     -----------------------    Surcharge   Bargaining
Pension Fund      Plan Number     2011       2010       2009  Implemented    2011      2010     2009     Imposed    Agreement
------------      -----------     ----       ----       ----  -----------    ----      ----     ----     -------    ---------
<S>             <C>        <C>    <C>        <C>       <C>    <C>           <C>        <C>       <C>     <C>        <C>
I.B.E.W. Local
No.25 Pension
Fund            11-6038558/001   Green      Green      Green      NA       $ 29,223  $ 52,577  $ 55,158     No      4/30/2012

Plumbers Local
Union No. 200
Pension Fund    11-3125387/001  Yellow(1)  Yellow(1)  Yellow(1)   Yes        29,915    27,949    40,851     No      4/30/2012

Local 99-
National
Electrical
Benefit Fund    53-0181657/001   Green      Green      Green      NA         26,602    17,978    21,933     No     11/30/2012

Local 1
National
Pension Fund   11-25411118/001  Yellow(1)  Yellow(1)  Yellow(1)   Yes        25,923    14,685     8,988     No      4/30/2012
                                                                           --------  --------  --------

Total contributions:                                                       $111,663  $113,189  $126,930
                                                                           ========  ========  ========
</TABLE>

----------
(1)  Plan years ended June 30, 2012, 2011, and 2010

                                      F-39
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


CONTINGENCIES:

BPI

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

Tyree

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

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

                                      F-40
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


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

ESI

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

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

LEGAL PROCEEDINGS

AMINCOR

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

                                      F-41
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


TYREE

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

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

IMSC/OTHER ASSETS

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

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

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

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

                                      F-42
<PAGE>
                         Amincor, Inc. and Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012


19. Concentrations of Credit Risk

The Company places its cash balances with various stable financial  institutions
which may at times exceed the Federal  Deposit  Insurance  Corporation  ("FDIC")
limit. The Company believes its risk of loss is negligible,  and, as of December
31, 2012 and 2011,  the Company's  cash  balances did not exceed FDIC  insurance
limits.

MAJOR CUSTOMERS

For the years ended  December 31, 2012,  2011,  and 2010, and as of December 31,
2012 and 2011, revenue and accounts receivable concentrations are as follows:

<TABLE>
<CAPTION>
                                                   Percentage of
                               2012                           2011                    2010
                    --------------------------      -------------------------       --------
                                   Consolidated                   Consolidated  Consolidated and
                   Consolidated      Accounts     Consolidated      Accounts        Combined
                    Revenues        Receivable      Revenues       Receivable       Revenues
                    --------        ----------      --------       ----------       --------
<S>                   <C>             <C>             <C>             <C>             <C>
Customer A            27.1            30.1           20.8            29.3            27.9
Customer B            25.1              --           23.6            16.3            19.9
Customer C            12.3             6.4           12.8            10.9            11.1
                      ----            ----           ----            ----            ----

                      64.5            36.5           57.2            56.5            58.9
                      ====            ====           ====            ====            ====
</TABLE>

20. Subsequent Events

In January 2013, the Company  conducted an analysis of operations at EQS for the
prior two years and has decided  that it was more  prudent to sell the  existing
company  rather  than to operate  it. As of the filing  date,  the  Company  has
entered  into a  letter  of  intent  for the  sale of EQS,  but no  formal  sale
documents have been executed.

The  Company  had  no  additional   significant   subsequent   events  requiring
disclosure.

                                      F-43
<PAGE>
                         Amincor, Inc. And Subsidiaries
             Notes to Consolidated or Combined Financial Statements
                       Three Years Ended December 31, 2012

      Schedule II - Valuation and Qualifying Accounts and Reserves Schedule
              Fiscal Years Ended December 31, 2012, 2011, and 2010

<TABLE>
<CAPTION>
                                            Beginning                                            Direct          Ending
                                             Balance          Additions       Deductions       Write-Off         Balance
                                           ------------     ------------     ------------     ------------    ------------
<S>                                        <C>              <C>              <C>              <C>             <C>
2012
Allowance for doubtful accounts            $  1,903,626     $      4,694     $  1,479,367     $         --    $    428,953
                                           ============     ============     ============     ============    ============

Inventory allowance                        $    576,693     $         --     $    (29,820)    $         --    $    546,873
                                           ============     ============     ============     ============    ============

Deferred tax asset valuation allowance     $ 11,067,000     $ 12,594,000     $         --     $         --    $ 23,661,000
                                           ============     ============     ============     ============    ============

2011
Allowance for doubtful accounts            $    450,000     $  1,466,864     $    (13,238)    $         --    $  1,903,626
                                           ============     ============     ============     ============    ============

Inventory allowance                        $    220,360     $    356,333     $         --     $         --    $    576,693
                                           ============     ============     ============     ============    ============

Deferred tax asset valuation allowance     $  8,464,000     $  2,603,000     $         --     $         --    $ 11,067,000
                                           ============     ============     ============     ============    ============

2010
Allowance for doubtful accounts            $    905,000     $         --     $   (455,000)    $         --    $    450,000
                                           ============     ============     ============     ============    ============

Inventory allowance                        $         --     $    220,360     $         --     $         --    $    220,360
                                           ============     ============     ============     ============    ============

Deferred tax asset valuation allowance     $  6,105,000     $         --     $  2,359,000     $         --    $  8,464,000
                                           ============     ============     ============     ============    ============
</TABLE>

                                      F-44