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, 2010

[ ] 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 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, 2011, there were 7,478,409 shares of Registrant's Class A Common
Stock and 21,176,262 shares of Registrant's Class B Common Stock outstanding.
<PAGE>
                                TABLE OF CONTENTS

PART I

ITEM 1.  BUSINESS...........................................................   4
ITEM 1A. RISK FACTORS.......................................................  15
ITEM 1B. UNRESOLVED STAFF COMMENTS..........................................  28
ITEM 2.  PROPERTIES.........................................................  28
ITEM 3.  LEGAL PROCEEDINGS..................................................  29
ITEM 4.  (REMOVED AND RESERVED).............................................  29

PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
         MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES..................  29
ITEM 6.  SELECTED FINANCIAL DATA............................................  30
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS..........................................  31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........  49
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................  49
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE.........................................................  49
ITEM 9A. CONTROLS AND PROCEDURES............................................  50
ITEM 9B. OTHER INFORMATION..................................................  52

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.............  52
ITEM 11. EXECUTIVE COMPENSATION.............................................  58
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS....................................  60
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.......................................................  60
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.............................  61

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES............................  62

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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).

                                       3
<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 June 2,
2008 Joning filed a Form 15-12G to terminate its  registration. 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 is a holding company operating through various subsidiaries in two
operating divisions. The Environmental Services and Industrial Services Division
is comprised of Tyree  Holdings  Corp.  and Masonry  Supply  Holding  Corp.  The
Consumer Products Division is comprised of Baker's Pride, Inc., Tulare Holdings,
Inc. and Epic Sports International, Inc.. Amincor Contract Administrators,  Inc.
and Amincor Other Assets, Inc. are subsidiaries with minimal operations.

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.

INTELLECTUAL PROPERTY/BRANDS

Amincor through a series of assignments,  from Capstone Business Credit, LLC and
Capstone  Capital  Group I, LLC  acquired  the right,  title and interest in the
following  trademarks  as recorded  with the United  States Patent and Trademark
Office ("USPTO"):

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<PAGE>
     Trademark                                     Registration/Serial Number
     ---------                                     --------------------------

Caffeine                                          Serial Number: 77709244
S-Stimuli                                         Registration Number: 2482282
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
CATCH THE DRIFT                                   Serial Number: 77713436
CATCH THE DRIFT                                   Serial Number: 77639185

Amincor has a license  agreement  with Brescia  Apparel  Corp.  for the "Newport
Harbor" brand.  The license  agreement  provides  Brescia Apparel Corp. with the
exclusive  North American  rights for leather and textile goods in the outerwear
and rainwear categories initially through June 2012.

PERSONNEL

Pursuant to a transition  services agreement with Capstone Capital Group I, LLC,
Capstone Business Credit,  LLC, Capstone Capital  Management,  Inc. and Capstone
Trade  Partners,  Ltd.  (collectively,  "Capstone"),  Amincor is  provided  with
personnel,  office supplies, office equipment,  office space and other materials
required  for  the  performance  of its  business.  Currently,  Capstone  has 14
full-time  employees and five part-time employees including Messrs. John R. Rice
III, Joseph F. Ingrassia and Robert L. Olson, who dedicate  approximately 70% of
their time to Amincor business.

                          AMINCOR 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.

                               BAKER'S PRIDE, INC.

OVERVIEW

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

                                       5
<PAGE>
Baker's Pride,  Inc. ("BPI") consists of two operating  entities;  The Jefferson
Street Bakery,  Inc.  ("Jefferson  Street  Bakery") and The Mt.  Pleasant Street
Bakery, Inc. ("Mt. Pleasant Street Bakery").

Jefferson  Street  Bakery  produces  several  varieties  of sliced and  packaged
private label brand bread. Its entire annual  production of 19 million loaves of
bread and over 1.1  million  packages  of donuts are 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,  has
continuously  supplied Aldi, Inc. for  approximately 33 years.  While no written
contract is in place, there is a six month notice of cancellation  understanding
in effect between Jefferson Street Bakery and Aldi, Inc.

Mt. Pleasant Street Bakery anticipates  manufacturing  flash-frozen bakery goods
to be distributed to supermarket  "in-store" bakery departments and food service
channels.  Mt.  Pleasant  Street  Bakery  facility is scheduled to have advanced
logistics and frozen  storage  capacity,  along with  extensive room for several
additional  product lines.  Mt. Pleasant Street Bakery is currently in the final
stages  of  installing  a state of the art  donut  production  system  that will
produce and freeze many  varieties  of donuts at an average  production  rate of
26,700 donuts per hour. This facility will also house a cookie production system
that will  have an  average  production  rate of 2,300  lbs.  or 3,000 one dozen
package  cookies per hour in a  multitude  of sizes,  flavors  and  shapes.  The
production  of brownie and cake type bakery  snack  products  will  complete the
first phase of startup for Mt. Pleasant Street Bakery.

BPI  requires   capital  to  acquire   additional   equipment  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.  BPI is in  negotiations  with lenders  related to its application for a
United States  Department of Agriculture  (USDA)  supported loan to complete the
project.

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.

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.  In most bakery
goods  market  segments  there is a very strong  demand for  products  made with
"better for you" ingredients. This is a result of consumers' growing interest in
eating healthier while at the same time craving indulgent treats as a reward for
eating  healthier.  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.

                                       6
<PAGE>
CUSTOMERS

Currently BPI has one client, Aldi, Inc., which operates over 332 grocery stores
in the Midwestern U.S., of which BPI services  approximately 200. BPI intends to
expand  its  customer  base  through  the  introduction  of  additional  product
categories.

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  customers  rather  than  consumers  because  in most
instances the products it produces are sold as private label 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 intends to use a network of food brokers to perform
the marketing duties for this market 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 pending 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, 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.

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 recent  acquisition  of Best Brands,
Inc. as well as their Bake Mark,  H.C. Brill  divisions.  There are also several
one category bakeries in larger cities in the Midwest with which BPI competes.

INTELLECTUAL PROPERTY

BPI recently received approval from the USPTO for the trademark BROWNIE CAKES TM
that will be used in the development of its brownie business.

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

                                       7
<PAGE>
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.

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 78  full-time  employees  and  believes  that  its  employee
relations  are good.  Once the donut,  cookie and brownies  product lines are at
full capacity the number of employees will grow to  approximately  178 full-time
employees.  If the bun and bread product lines are at maximum capacity, BPI will
employ  a total  of  approximately  266  full-time  employees.  BPI's  executive
officers are Ron Danko, Sr. who serves as the Chief Executive Officer and Robert
Brookhart, who serves as the President.

                         EPIC SPORTS INTERNATIONAL, INC.

OVERVIEW

Epic Sports International,  Inc. ("ESI"), a Nevada corporation, was incorporated
on August 12, 2002.

ESI is the  worldwide  licensee  for  Volkl  and  Boris  Becker  Tennis  and the
exclusive U.S. North American distributor for the Australian  Klipspringer brand
of racquet strings and accessories.

Volkl is among the oldest ski and  tennis  brands in the world.  Volkl has built
its reputation and market position with industry-leading technologies,  superior
quality  and  state of the art  engineering.  Volkl  Tennis  is  internationally
recognized as a technologically  innovative tennis racquet manufacturer.  ESI is
associated  with Boris Becker,  a widely  recognized  former  top-ranked  tennis
player and owner of Volkl Tennis from 1999 to 2008.  Mr.  Becker  developed  the
Boris Becker brand as part of Volkl. The Volkl/Boris Becker names are associated
with  engineers and designers in Munich,  Germany that are  responsible  for its
product design and quality.

                                       8
<PAGE>
The mass market presents an opportunity  for the Boris Becker brand,  especially
in China.  As tennis  continues  to grow in  popularity  in China,  ESI has been
approached  by groups in China that are  interested  in  launching  Boris Becker
sporting  goods and clothing  stores.  There has also been  interest  from other
developing markets, such as India and South Korea.

CUSTOMERS

ESI has three customer types:

Independent   Specialty   Retailers   ("ISR"):   In  the  USA,  ESI  works  with
approximately  300 ISR's.  These customers  typically carry all major brands and
are either a freestanding location or associated with tennis courts (pro shops).
The top ISR's can have up to ten  different  locations.  ESI's largest ISR's are
(i) Your Serve Tennis  (eight  locations in the  Atlanta,  GA metro area),  (ii)
Paragon  Sports  (single  location in New York,  NY),  (iii) The Racquet  Doctor
(single  location in the Los Angeles,  CA metro  area),  and (iv) The Tennis and
Golf Company (single location near Ann Arbor, MI).

On-line Retailers: On-line retailers or "e-tailers", have typically started as a
free  standing  ISR  and  morphed  into a major  player  in  "e-tailing".  These
customers  feature  the entire  product  selection  from ESI  (racquets,  balls,
strings,  grips, bags, etc.); they offer demo racquets through the mail, feature
shopping cart technology and typically  offer  aggressive  customer  acquisition
strategies. Our major customers are Tennis Warehouse, Tennis Express and Midwest
Sports.

International Distributors ("ID"): These are independent third party businesses,
who normally  sell multiple  brands  within a given  market.  ID's will purchase
goods from ESI, at reduced prices compared with ISR's and E-Tailers,  and resell
them to ISR's in their local  markets.  ID's are  responsible  for  warehousing,
credit,   shipping,   service,   and  sales  and  marketing  in  their  assigned
territories.  These ID's will have annual minimums,  to retain their exclusivity
on a given market and purchase products directly from the factory.

COMPETITION

The tennis  industry is an  approximately  $1.0  billion  global  market,  which
includes tennis racquets,  balls, footwear,  apparel,  strings,  grips, bags and
accessories.  The approximate global market share among tennis racquet companies
is:

          1. Wilson         22%
          2. Babolat        20%
          3. Head           18%
          4. Prince         15%
          5. Yonex           5%
          6. Dunlop          5%
          7. Volkl           3%
          8. Other          12%

                                       9
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PERSONNEL

ESI  currently  has five  full-time  employees  and  believes  that its employee
relations are good. ESI's executive  officers are Jean Paul Lucas, who serves as
President,  Sean  Frost,  who  serves  as the  Vice-President  of Sales  Western
Division,  and Brian Dillman,  who serves as the Vice-President of Sales Eastern
Division. ESI also retains third party consultants/contractors to supply outside
services such as Information Technology, Research and Development and Sourcing.

                          MASONRY SUPPLY HOLDING CORP.

OVERVIEW

Masonry  Supply  Holding  Corp.,  a Delaware  corporation,  and its  subsidiary,
Imperia Masonry Supply Corp., a Delaware corporation,  were both incorporated on
June 22, 2009.

Imperia Masonry Supply Corp.  ("IMSC")  consists of two primary  business units:
(i)  concrete,  lightweight  and  split  face  block  manufacturing;   and  (ii)
wholesaling a wide array of other masonry and building material  products.  IMSC
maintains a two-line block  production plant which is capable of producing up to
32,000  blocks  per day  when  operating  at full  capacity.  IMSC is  exploring
processes to add recovered or recyclable  materials by including fly ash,  glass
and/or   concrete  to  the   manufacturing   mix  in  an  effort  to  create  an
environmentally  "green"  product line which will command higher profit margins.
The  "green"  product  would  allow  end-users  to  quality  for  Leadership  in
Environmental  and  Energy  Design  or  LEED  construction   credits.  The  LEED
construction  credits is a program  devoted  to  certifying  that a building  or
community was designed and built using techniques and  environmentally  friendly
materials  aimed  to  improve   environmental   and  energy   performance  using
eco-friendly methods.

For the wholesale  and supply  business  unit,  IMSC enjoys  numerous  strategic
relationships with key manufacturers and in several cases regional  exclusivity.
This  affords  IMSC with a  competitive  advantage  and an ability  to  uniquely
provide  certain  materials  and  products  in the  marketplace.  IMSC  plans to
continue to expand  these  relationships  and seek new ones to further  position
itself as the  supplier  of choice  for niche  and  innovative  products  in the
constantly evolving building materials marketplace.

IMSC is located in Southern  Westchester  County in New York State on the border
of the Bronx and is strategically  positioned to supply all five boroughs of New
York City and the Hudson  Valley  area.  Its  location  also  provides  IMSC the
capability  to  supply  Bergen   County,   New  Jersey  and  Fairfield   County,
Connecticut. IMSC hopes to consolidate its market through a planned expansion to
at least  three  manufacturing  locations  in the  region.  IMSC hopes that this
expansion  will  enable  it to better  serve its  customer  base,  leverage  the
resultant  economy of scale and be well positioned for the anticipated  economic
rebound in 2011 and beyond.

For the manufacturing  business unit, IMSC requires additional capital to expand
and improve its  facilities  and equipment and  additional  personnel to achieve
economies of scale  needed to become more  profitable.  Equipment  improvements,
including  automated  production  lines  and  control  systems,  expansion  into
architectural  products and other value-added products that would enable IMSC to
reduce costs,  increase market share,  and diversify  operations.  A diversified
product line is essential,  as seasonal  conditions in any given year can have a
positive or negative impact on the outdoor construction industry, and ultimately
IMSC's revenues.

                                      10
<PAGE>
CUSTOMERS

Including  its  predecessor  entity,  which was in the  marketplace  for over 80
years, IMSC has an extensive customer list.  Customers range from small to large
masonry  contractors  as well as numerous  general  contractors  throughout  the
region.  IMSC has an  expanding  dealer  network  through  which it  intends  to
distribute  both its  manufactured  products and wholesale  products.  IMSC also
networks with various specifiers  (architects and engineers) in the marketplace,
who have a significant  influence on the  procurement of building  materials for
construction products.

COMPETITION

The  marketplace  for both concrete  block  manufacturers  and  masonry/building
material   wholesalers  is  extensive  and  highly   fragmented.   A  few  block
manufactures  in the  region  are part of  vertically  integrated  large  global
companies  such as Old Castle,  based in Ireland,  with their local Anchor Block
operation. There are also several individual,  largely family-owned,  operations
are  scattered  throughout  the  greater  New York metro  area such as  Philips,
Montfort,  Clayton and  Glenwood.  Similarly,  the  wholesale  supply  market is
fragmented  with numerous  small to medium sized  enterprises  such as Casa, San
Marco, and Tilcon.

PERSONNEL

IMSC  currently  has 28 full  time  employees  and  believes  that its  employee
relations are good. IMSC's executive officers are David C. Raymes, who serves as
the  President,  and Janice  Piszczatowski,  who  serves as the Chief  Financial
Officer.

                              TULARE HOLDINGS, INC.

OVERVIEW

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

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

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

                                       11
<PAGE>
currently accounts for 75% of Tulare's volume, southern greens accounts for 20%,
and the remaining five percent consists of sales of broccoli and cauliflower.

Tulare has  developed  a private  label for wet pack  spinach,  which is sold to
retail food  markets.  Additional  market growth is targeted in the packaging of
other leafy greens and peppers by establishing Tulare as the low cost producer.

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

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

Tulare  requires  additional  capital to expand and improve its  facilities  and
equipment  and  additional  personnel  to achieve  economies  of scale needed to
become more profitable.  Equipment improvements,  including high-speed packaging
lines, expansion into rice, pasta and other products would enable the company to
reduce costs,  increase market share,  and diversify  operations.  A diversified
product line is  essential,  as  environmental  conditions in any given year can
have a positive or negative impact on a particular crop, and ultimately Tulare's
revenues.

CUSTOMERS

Tulare's customers are 100% represented through a broker - distributor  network.
Currently,  Versa  Marketing,  Allens Inc.,  Lakeside Foods,  Inc. and CH Belt &
Associates,  Inc.  make up  approximately  90% of Tulare's  Sales.  Food Service
customers  which  are  serviced  through  this  network  include  2 of the top 3
distributors in the nation. Tulare utilizes it's "PIC-N-TIME" label for USDA bid
programs and the "Tulare" label for lower volume customers. Private label retail
is  presently  at  approximately  30% of sales and  continues  to  increase as a
percentage of total sales. Currently Tulare packs over 50 different retail Stock
Keeping Units.  As business  expands,  Tulare intends to work more directly with
its customers starting with direct invoicing,  then moving to program management
thus reducing the impact of broker involvement.

COMPETITION

Tulare's  competition  is divided  into two  segments:  (i) Name Brands and (ii)
Private  Labeled  frozen fruit and  vegetable  products.  The Name Brand segment
includes  larger  food  processors  such as Birds Eye Foods,  LLC,  which  sells
vegetables  under the "Birds Eye" brand.  The Private Labeled  segment  includes
smaller food processors that package fruits and vegetables under a supermarket's
"in-store"  brand name.  Tulare's  major  customer  base is found in the Private
Labeled segment of the industry and its current competitors are primarily in the

                                       12
<PAGE>
Private Labeled  segment of the industry.  The Private Labeled packer segment is
much more  segmented  and is  generally  comprised of smaller,  privately  owned
companies when compared to the Name Brand segment. There are approximately seven
companies that Tulare deems as its direct  competitors,  including  Seneca Foods
Corporation, Patterson Frozen Foods, Inc. and National Frozen Foods Corporation.
Tulare's  primary  market is located  on the east  coast of the  United  States.
Tulare  distributes  its  products  to its end user  customer  through  a broker
network.

PERSONNEL

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

                              TYREE HOLDINGS CORP.

OVERVIEW

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

Tyree  Holdings  Corp.  ("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 Holdings,  Inc. has additional locations in New York, Connecticut,
Pennsylvania  and  Massachusetts,  as well as a  satellite  office  in  Southern
California.

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  five   primary   business   units;   Environmental,
Construction,   Maintenance,   Compliance/   Professional  Services,  and  Parts
Distribution.  The Maintenance  business unit accounts for  approximately 32% 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  business unit accounts for 28%
of sales and performs the remediation  services needed to clean ground water and
soil at sites where petroleum releases have occurred. The Environmental business
unit has about 350 locations in its portfolio;  the  Construction  business unit
accounts for 27% 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 Parts Distribution  business unit accounts for 8% of sales
and provides key service  station  parts both  domestically  and  overseas;  the
Compliance  business  unit  accounts for 5% of sales and  provides  professional
compliance, engineering and permitting 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

                                       13
<PAGE>
approach is being rolled out involving improved organic growth and acquisitions.
In 2011, 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 50% of
          the  company's  total  sales.  Tyree  has  established  strong  client
          relationships.  The largest contracts are with Getty Marketing,  which
          accounts for  approximately  25% of sales and  Gulf/Cumberland  Farms,
          which accounts for approximately 17% of sales.

     2.   Oil Company Jobber/Distributors,  including Arfa, Atlantic Management,
          Capitol Petroleum,  Leon, 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 20% 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 20% 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 Smith  LaMountain/  LaMountain
Brothers in New England,  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.

                                       14
<PAGE>
PERSONNEL

Tyree currently has 248 full-time employees, some of whom are represented by six
different collective bargaining agreements. Labor contracts are in place through
2011 for five of the six bargaining units. One contract,  for The United Service
Works,  Local 355,  has  expired.  The  workforce  has  continued  to work while
negotiations continue. Management believes that its employee relations are good.
Tyree's  executive  officers are Richard  Oswald,  who serves as Chief Executive
Officer,  Steven F.  Tyree,  who  serves as the  President  and Chief  Operating
Officer,  and  William  M.  Tyree,  who  serves as  Vice-President  of  Business
Development.

                               RECENT ACQUISITION
                               ------------------

                      ENVIRONMENTAL QUALITY SERVICES, INC.

On January 3, 2011,  Amincor  acquired  all of the  business  assets and assumed
certain liabilities of Environmental  Testing  Laboratories,  Inc., a company in
the  business  of  providing   environmental  testing  and  laboratory  services
(collectively, the "Business").  Concurrently therewith, Registrant assigned the
Business  to  Environmental  Quality  Services,  Inc.,  a Delaware  corporation,
wholly-owned by Environmental Holding Corp., a Delaware corporation,  which is a
wholly-owned subsidiary of Registrant.

This summary above regarding Environmental Quality Services, Inc. is subject to,
and  qualified  in its entirety by, the full text of that certain Form 8-K filed
by the Registrant on January 26, 2011 which is incorporated by reference herein.

ITEM 1A. RISK FACTORS

                  RISK FACTORS RELATING TO AMINCOR'S SECURITIES
                  ---------------------------------------------

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

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

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

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

                                       15
<PAGE>
OUR STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR STOCK DUE TO THE ABSENCE OF
A PUBLIC TRADING MARKET.

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

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

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

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

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

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

We do  not  anticipate  paying  any  dividends  on  our  common  stock  for  the
foreseeable  future.  Investors that need to rely on dividend  income should not
invest in our common  stock,  as any income would only come from any rise in the
market  price  of our  common  stock,  which  is  uncertain  and  unpredictable.
Investors  that require  liquidity  should also not invest in our common  stock.

                                       16
<PAGE>
There is no established  trading market, and should one develop,  it will likely
be volatile and such market may not be sustained.

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

We are  authorized  to issue up to  22,000,000  shares of Class A voting  common
stock and  40,000,000  shares or Class B non-voting  common stock and  3,000,000
shares of Preferred Stock. At present, there are 7,478,409 Class A common shares
and  21,176,262  Class B common shares and 1,752,823  shares of Preferred  Stock
issued and outstanding.  Our 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.

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

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

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

We are required to file  periodic  reports with the SEC pursuant to the Exchange
Act and the rules and  regulations  promulgated  thereunder.  In order to comply
with these requirements,  our independent registered public accounting firm will
have to review  our  financial  statements  on a  quarterly  basis and audit our
financial statements on an annual basis.  Moreover,  our legal counsel will have
to review and assist in the  preparation  of such reports.  The costs charged by
these  professionals  for such services  cannot be accurately  predicted at this
time because factors such as the number and type of transactions  that we engage
in and the  complexity of our reports cannot be determined at this time and will
have a major  affect  on the  amount  of time to be  spent by our  auditors  and
attorneys. However, the incurrence of such costs will obviously be an expense to
our  operations  and thus  have a  negative  effect on our  ability  to meet our

                                       17
<PAGE>
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 AMINCOR'S SUBSIDIARIES
            --------------------------------------------------------

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

Amincor currently anticipates that its available capital resources and operating
income  will be  sufficient  to meet the  expected  working  capital and capital
expenditure  requirements of its  subsidiaries  for at least the next 12 months.
However,  there can be no assurance  that such  resources  will be sufficient to
fund the  long-term  growth of the  subsidiaries  businesses.  Amincor may raise
additional  funds through public or private debt or equity  financings.  Amincor
cannot  assure  investors  that any  additional  financing  will be available on
favorable  terms,  or at all. If  adequate  funds are not  available  or are not
available  on  acceptable  terms,  Amincor may not be able to take  advantage of
unanticipated  opportunities,  develop  new  products  or  otherwise  respond to
competitive  pressures,  or may be forced to curtail its  business.  In any such
case, its business, operating results or financial condition would be materially
adversely affected.

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

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

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

The market for products in our subsidiary businesses is highly competitive. Many
of their  competitors may have longer operating  histories,  greater  financial,
technical and marketing  resources,  and enjoy  existing  name  recognition  and

                                       18
<PAGE>
customer bases. Competitors may be able to respond more quickly to technological
change,  competitive  pressures,  or changes in consumer demand.  As a result of
their  advantages,  competitors  may be able to limit or curtail  our ability to
compete  successfully.  These competitive  pressures could materially  adversely
affect  our  subsidiary  businesses',   financial  condition,   and  results  of
operations.

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

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

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

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

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

                                       19
<PAGE>
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.

ONE CUSTOMER ACCOUNTED FOR 100% OF BAKER'S PRIDE, INC.'S ("BPI") REVENUE FOR THE
YEARS ENDED DECEMBER 31, 2010 AND 2009, RESPECTIVELY.  THE LOSS OF THIS CUSTOMER
COULD  ADVERSELY  AFFECT OUR RESULTS OF  OPERATIONS,  FINANCIAL  CONDITION,  AND
PROFITABILITY.

In the years ended December 31, 2010 and 2009, Aldi, Inc.  accounted for 100% of
revenue.  The  loss  of  Aldi,  Inc.  or a  significant  decline  in its  credit
worthiness would have a materially adverse effect on BPI's results of operations
and financial  condition.  At minimum, it would have a materially adverse effect
on operations during the short-term until BPI's was able to generate replacement
customers.  Other than their  relationship  as a  customer,  Aldi,  Inc.  is not
affiliated with the Registrant or BPI.

DEPENDENCE ON KEY PERSONNEL.

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

CHANGES OF PRICES FOR PRODUCTS.

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

INCREASED COMMODITY PRICES AND AVAILABILITY MAY IMPACT PROFITABILITY.

                                       20
<PAGE>
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 the facilities  could have an
adverse  impact  on  BPI's  operations,   financial  condition  and  results  of
operations.

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

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

             RISK FACTORS AFFECTING EPIC SPORTS INTERNATIONAL, INC.

IF EPIC SPORTS  INTERNATIONAL,  INC.  ("ESI")  FAILS TO MEET CERTAIN  MILESTONES
RELATED TO ITS INTELLECTUAL PROPERTY LICENSES,  ESI COULD FORFEIT LICENSE RIGHTS
WHICH ARE IMPORTANT TO ITS BUSINESS.

ESI relies on license agreements with Volkl and Boris Becker. If ESI is not able
to meet its obligations  under these agreements and any agreement is terminated,
ESI would forfeit the licenses granted under such agreement. In such event, this
would have a material and adverse impact on its operations and profitability.

                                       21
<PAGE>
THE SUCCESS OF ESI DEPENDS TO A LARGE EXTENT ON THE NAME AND REPUTATION OF VOLKL
AND BORIS BECKER.

If either Mr.  Becker's  or Volkl's  public  image were to become  tarnished  or
damaged in any  material  way, it could have an adverse  impact on the sales and
business of ESI.

ESI'S COMPETITORS MAY INDEPENDENTLY DEVELOP SIMILAR PRODUCTS AND TECHNOLOGIES.

ESI may not be able to prevent  competitors  from  independently  developing  or
selling similar or duplicative products and services.  There can be no assurance
that the resources  invested by ESI will adequately  deter  misappropriation  or
improper use ESI's technology. Also, there can be no assurances that ESI will be
able to obtain or re-new from third parties the licenses it needs in the future,
and there is no  assurance  that such  licenses  can be obtained  on  reasonable
terms.

CURRENCY FLUCTUATIONS MAY IMPACT FINANCIAL AND OPERATIONAL RESULTS.

ESI has entered into  certain  agreements  which are payable in Euros  ((euro)).
Currency  fluctuations  are often  volatile  and  could  have an impact on ESI's
financial and operational results.

POSSIBLE DECREASE IN THE AMOUNT OF TENNIS PLAYED BY CONSUMERS.

ESI's revenues are completely  driven from sales of tennis related  products and
the  demand  for these  products  is  directly  related  to the number of tennis
players and the overall  popularity of tennis.  Tennis products are recreational
in nature and are therefore discretionary purchases for customers. Consumers are
generally more willing to make discretionary purchases of tennis products during
favorable  economic  conditions  and when  consumers  are feeling  confident and
prosperous.  If there was a  decrease  in  consumer  spending  and  increase  in
unemployment, tennis players may decrease the amount of tennis they play as well
as the amount of tennis-related  products they purchase. If tennis participation
decreases, sales of our products may be adversely affected.

DEPENDENCE ON KEY PERSONNEL AND ENDORSEMENTS.

ESI's success  depends to an extent upon the performance of Sean Frost and Brian
Dillman,  who are responsible for all sales efforts.  The loss or unavailability
of either Mr. Frost or Mr.  Dillman could  adversely  affect ESI's  business and
prospects.  In addition,  there is strong competition for qualified personnel in
the tennis racquet  industry,  and the inability to continue to attract,  retain
and motivate key personnel  could  adversely  affect ESI's  business,  operating
results and/or financial condition.

ESI has entered into endorsement  agreements with tennis  professionals  such as
Liezel  Huber,  and  others.  The  loss  of one or  more  of  these  endorsement
arrangements  could  adversely  affect  its  marketing  and sales  efforts  and,
accordingly,  ESI's business, operating results and/or financial condition. Poor
decisions by professionals  sponsored by ESI could result in negative publicity.
No assurance can be given that ESI's business would not be adversely affected in
a material  way by such  negative  publicity  or by the  failure of ESI's  known
professional endorsers to carry and use its products.

                                       22
<PAGE>
EFFECTIVENESS OF MARKETING STRATEGY.

ESI has designed a marketing strategy to include advertising efforts in multiple
media  avenues such as product  education  for the consumer  through an internet
website,  publications  including  periodicals  and  brochures and social media.
There can be no assurances that our marketing strategy will be effective or that
increases in the levels of investments  in  advertising  spending will result in
material fluctuations in the sales of our products.

              RISK FACTORS AFFECTING IMPERIA MASONRY SUPPLY CORP..

IMPERIA MASONRY SUPPLY CORP. ("IMSC") DEPENDS ON CONSTRUCTION ACTIVITY LEVELS.

IMSC's  operating  results depend on  residential,  commercial and  governmental
construction   activity  and   spending   levels  which  tend  to  be  cyclical.
Construction  activity and spending  levels are  influenced  by interest  rates,
inflation,  environmental  laws  and  regulations,  employment  levels  and  the
availability of funds for construction projects.  Economic downturns may lead to
recessions  in the  construction  industry,  either  in  individual  markets  or
nationally.  These cyclical downturns in construction activity, which are beyond
IMSC's control, may significantly affect IMSC's business.

CONSTRUCTION  IS DEPENDENT UPON THE OVERALL U.S.  ECONOMY WHICH REMAINS WEAK AND
COULD WEAKEN FURTHER.

Commercial  and  residential  construction  levels  generally move with economic
cycles;  when the  economy  is  strong,  construction  levels  rise and when the
economy is weak,  construction  levels fall.  The overall U.S.  economy has been
hurt by changes in the financial  services sector and the resulting  constraints
on credit availability.  The overall weakness in the economy and the uncertainty
in the credit markets could cause  commercial and  residential  construction  to
remain at low levels or weaken further, and thereby continue to adversely affect
IMSC's sales volumes and earnings.  A recessionary economy can also increase the
likelihood IMSC will not be able to collect on its accounts  receivable from its
customers.

ADVERSE WEATHER LESSENS DEMAND FOR IMSC PRODUCTS.

Construction   activity,   and  thus   demand  for  IMSC   products,   decreases
substantially  during  periods of cold  weather,  when it snows or when heavy or
sustained rains fall.  Consequently,  demand for IMSC products is  significantly
lower during the winter, when winter weather significantly curtails construction
activity.  IMSC's  operations are seasonal,  with sales generally peaking during
the second and third quarters  because of normally  better  weather  conditions.
However,  high levels of rainfall can adversely impact IMSC's  operations during
these  periods as well.  Such adverse  weather  conditions  can  materially  and
adversely affect IMSC results of operations and profitability if they occur with
unusual  intensity,   during  abnormal  periods,  or  last  longer  than  usual,
especially during peak construction periods.

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

IMSC currently has one production facility in Pelham Manor, NY. The loss of this
facility could have an adverse impact on IMSC's operations,  financial condition
and results of operations.

                                       23
<PAGE>
                 RISK FACTORS AFFECTING TULARE FROZEN FOODS, LLC

FOUR CUSTOMERS  ACCOUNTED FOR APPROXIMATELY 90% OF TULARE'S REVENUE FOR THE YEAR
ENDED  DECEMBER 31, 2010 AND TWO CUSTOMERS  ACCOUNTED FOR  APPROXIMATELY  92% OF
TULARE'S  REVENUE FOR THE YEAR ENDED DECEMBER 31, 2009. THE LOSS OF ANY OF THESE
CUSTOMERS COULD ADVERSELY AFFECT ITS RESULTS OF OPERATIONS, FINANCIAL CONDITION,
AND PROFITABILITY.

In the year ended  December 31, 2010,  Versa  Marketing,  Allens Inc.,  Lakeside
Foods,  Inc. and CH Belt & Associates,  Inc.  accounted for approximately 90% of
revenue.  In the year ended December 31, 2009,  Versa  Marketing and Allens Inc.
accounted for approximately  92% of revenue.  The loss of any of these customers
would have a materially  adverse  effect on results of operations  and financial
condition.  At minimum,  it would have a materially  adverse  effect on Tulare's
operations  during  the  short-term  until  it is able to  generate  replacement
customers. Other than their relationship as a customer, none of Versa Marketing,
Allens Inc., Lakeside Foods, Inc. and CH Belt & Associates,  Inc. are affiliated
with the Registrant or Tulare.

LIMITED CURRENT SALES AND MARKETING CAPABILITY.

Though  Tulare  has key  personnel  with  experience  in  sales,  marketing  and
distribution  to market its  products,  Tulare must  either  retain and hire the
necessary  personnel  to  distribute  and  market  its  products  or enter  into
collaborative  arrangements  or  distribution  agreements with third parties who
will market such  products or develop  their own  marketing and sales force with
technical  expertise and  supporting  distribution  capability.  There can be no
assurance  that  Tulare  will be able to  retain  or  hire  the  personnel  with
sufficient  experience and knowledge to distribute and market its products or be
able to enter into collaborative or distribution arrangements or develop its own
sales force, or that such sales and marketing efforts,  including the efforts of
the companies with which Tulare has entered into collaborative agreements,  will
be successful.

EXCESS CAPACITY IN THE VEGETABLE  INDUSTRY MAY HAVE A DOWNWARD IMPACT ON SELLING
PRICE.

Tulare's  financial  performance  and growth are  related to  conditions  in the
United States'  vegetable  growing  industry  which is a mature  industry with a
modest  growth  rate  during the last 10 years.  Its net sales are a function of
product  availability  and market pricing.  In the vegetable  farming  industry,
product  availability  and market  prices tend to have an inverse  relationship:
market  prices tend to decrease as more product is available  and to increase if
less product is available. Product availability is a direct result of plantings,
growing  conditions,  crop yields and inventory  levels,  all of which vary from
year  to  year.  Moreover,  vegetable  production  outside  the  United  States,
particularly  in Europe,  Asia and South  America,  is increasing at a time when
worldwide  demand is being  impacted  by the  global  economic  slowdown.  These
factors  may have a  significant  effect on supply  and  competition  and create
downward pressure on prices.  In addition,  market prices can be affected by the
planting  and  inventory  levels  and  individual   pricing   decisions  of  our
competitors.  Generally,  market  prices in the vegetable  industry  adjust more
quickly to variations in product  availability than an individual  processor can
adjust its cost  structure;  thus,  in an  oversupply  situation,  a  producer's
margins  likely will weaken.  Tulare  typically  has  experienced  lower margins
during times of industry oversupply.

GROWING CYCLES AND ADVERSE WEATHER CONDITIONS MAY DECREASE TULARE'S RESULTS FROM
OPERATIONS.

                                       24
<PAGE>
Tulare's  operations  are affected by the growing  cycles of the  vegetables  it
processes.  When the vegetables are ready to be picked,  Tulare must harvest and
process  them  quickly  or  forego  the  opportunity  to  process  fresh  picked
vegetables  for an entire  year.  Tulare  sets its  planting  schedules  without
knowing  the  effect of the  weather  on the crops or on the  entire  industry's
production.  Weather  conditions  during  the  course of each  vegetable  crop's
growing season will affect the volume and growing time of that crop.

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

Tulare's   ability  to  competitively   serve  its  customers   depends  on  the
availability of reliable and low-cost transportation. Tulare uses multiple forms
of  transportation  to bring  its  products  to market  including  rail cars and
trucks.  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  Tulare's  ability  to serve  its
customers,   and  could  materially  and  adversely  affect  Tulare's  business,
financial condition and results of operations.

IF TULARE IS SUBJECT TO PRODUCT LIABILITY  CLAIMS,  TULARE MAY INCUR SIGNIFICANT
AND  UNEXPECTED  COSTS  AND  TULARE'S  BUSINESS  REPUTATION  COULD BE  ADVERSELY
AFFECTED.

A product liability judgment against Tulare could also result in substantial and
unexpected expenditures,  affect consumer confidence in its products, and divert
management's attention from other responsibilities. Product liability claims may
also lead to  increased  scrutiny by federal and state  regulatory  agencies and
could have a material adverse effect on Tulare's financial condition and results
of operation.  Although Tulare maintains product liability  insurance  coverage,
there can be no  assurance  that this level of  coverage  is adequate or that it
will be able to continue to maintain its existing insurance or obtain comparable
insurance at a reasonable  cost,  if at all. A product  recall or a partially or
completely  uninsured  judgment  against  Tulare could  materially and adversely
affect its business, financial condition and results of operations.

TULARE  GENERATES  AGRICULTURAL  FOOD  PROCESSING  WASTES  AND  ARE  SUBJECT  TO
SUBSTANTIAL ENVIRONMENTAL REGULATION.

As a food processor,  Tulare  regularly  disposes of produce wastes (silage) and
processing  water as well as materials used in plant operation and  maintenance,
and its plant boilers, which generate heat used in processing, produce generally
small  emissions into the air. These  activities and operations are regulated by
federal  and state  laws and the  respective  federal  and  state  environmental
agencies. Occasionally,  Tulare may be required to remediate conditions found by
the regulators to be in violation of  environmental  law or to contribute to the
cost of  remediating  waste  disposal  sites,  which  Tulare  neither  owned nor
operated,  but in which,  Tulare and other companies  deposited waste materials,
usually through independent waste disposal  companies.  Future possible costs of
environmental  remediation,  contributions  and penalties  could  materially and
adversely affect the business, financial condition and results of operations.

TULARE  MAY  UNDERTAKE   ACQUISITIONS  OR  PRODUCT   INNOVATIONS  AND  MAY  HAVE
DIFFICULTIES INTEGRATING THEM OR MAY NOT REALIZE THE ANTICIPATED BENEFITS.

In the  future,  Tulare  may  undertake  acquisitions  of  other  businesses  or
introduce new  products,  although  there can be no  assurances  that these will
occur.  Such  undertakings  involve numerous risks and significant  investments.

                                       25
<PAGE>
There can be no  assurance  that  Tulare  will be able to  identify  and acquire
acquisition   candidates  on  favorable  terms,  to  profitably   manage  or  to
successfully  integrate future  businesses it may acquire or new products it may
introduce without substantial costs,  delays or problems.  Any of these outcomes
could materially and adversely affect Tulare's business, financial condition and
results of operations.

TULARE IS DEPENDENT  UPON ITS  WORKFORCE  AND ANY  INABILITY TO HIRE  SUFFICIENT
EMPLOYEES MAY ADVERSELY AFFECT ITS BUSINESS.

Tulare is located in a rural community that may not have sufficient labor pools,
requiring  it to hire  employees  from other  regions.  An inability to hire and
train  sufficient  employees  could  materially  and adversely  affect  Tulare's
business, financial condition and results of operations.

THE PERISHABLE  AGRICULTURAL  COMMODITIES ACT (PACA) OF 1930 LITIGATION MAY HARM
TULARE'S BUSINESS OR OTHERWISE DISTRACT ITS MANAGEMENT.

PACA  regulates the buying and selling of fresh and frozen fruits and vegetables
to prevent  unfair  trading  practices  and to assure that  sellers will be paid
promptly. Substantial, complex or extended PACA litigation could cause Tulare to
incur large  expenditures and distract Tulare's  management.  PACA disputes from
time to time with  customers or other third parties are not uncommon in Tulare's
industry,  and there is no  assurance  that that  Tulare  will always be able to
resolve  such  disputes  on  favorable  terms  and the  failure  to do so  could
materially  and adversely  affect  Tulare's  business,  financial  condition and
results of operations.

LOSS OF FACILITY  COULD  ADVERSELY  AFFECT  TULARE'S  FINANCIAL AND  OPERATIONAL
RESULTS.

Tulare currently has a production facility in Lindsay,  California.  The loss of
this facility  would have an adverse  impact on Tulare's  operations,  financial
condition and results of operations.

                   RISK FACTORS AFFECTING TYREE HOLDINGS CORP.

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

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

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

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

                                       26
<PAGE>
contracted  services.  In  addition,  the  inability  of its  subcontractors  to
adequately perform or Tyree's inability to manage subcontractor costs on certain
projects could hurt Tyree's competitive  reputation and ability to obtain future
projects.

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

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

ENVIRONMENTAL  AND  POLLUTION  RISKS  COULD  POTENTIALLY  IMPACT  OUR  FINANCIAL
RESULTS.

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

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

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

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

ADVERSE WEATHER LESSENS DEMAND FOR TYREE'S SERVICES.

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

DEPENDENCE ON KEY PERSONNEL HOLDING LICENSES, PERMITS AND CERTIFICATIONS.

                                       27
<PAGE>
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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. PROPERTIES

a)   Registrant occupies space 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 provided to the Registrant as part
     of a management fee charge 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 leased from Amincor Other
     Assets, Inc., are partially utilized and are currently suitable for Baker's
     Pride, Inc.'s operations.

c)   Epic  Sports  International,  Inc.'s  sales  office is located at 6450 Lusk
     Boulevard,  Suite  D103  &  E204,  San  Diego,  California  under  a  lease
     agreement. Epic Sports International, Inc.'s property is currently suitable
     for its operations.

d)   Masonry Supply  Holding  Corp.,  through its  subsidiary,  Imperia  Masonry
     Supply Corp., operates a masonry retail store and block manufacturing plant
     at 57 Canal Road, Pelham Manor, New York. Amnicor Other Assests, Inc. holds
     the first mortgage on the property.  Imperia Masonry Supply Corp.  believes
     that the property is currently suitable for its operations.

e)   Tulare Holdings,  Inc.,  through its subsidiary,  Tulare Frozen Foods, LLC,
     operates a vegetable  processing  facility on a 35 acre site located at 650
     West Tulare Road,  Lindsay,  California.  Tulare Frozen Foods, LLC operates
     this  facility  under a lease  agreement  assigned to Amincor Other Assets,
     Inc. expiring December 31, 2028 at an annual rent of $280,000. The lease is
     at fair market rates.  The facility is partially  utilized and is currently
     suitable for Tulare Frozen Foods, LLC's operations.

f)   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.

                                       28
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

Counsel for the former  President of Imperia  Masonry Supply Corp. has indicated
an intent to file suit against  Imperia  Masonry Supply Corp. The allegations of
such potential  action are unknown to management at this point. The 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  in  a
foreclosure  action against  Imperia  Family Realty,  LLC and has been granted a
Judgment of  Foreclosure.  A former  principal  of Imperia  Bros.  Inc.  filed a
countersuit in response to the foreclosure action. Capstone Business Credit, LLC
believes this countersuit,  which is being contested,  is frivolous and will not
be successful.

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

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

ITEM 4. (REMOVED AND RESERVED)

                                     PART II

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

MARKET INFORMATION

There is currently no public  market for our common  stock.  Our common stock is
not listed on any securities  exchange or inter-dealer  quotation  system at the
present time. We are not certain  whether a trading  market will develop for our
common stock,  or if it develops  whether the trading  market will be sustained.
Investors in our common stock must be prepared to bear the entire  economic risk
of an investment in our common stock for an indefinite period of time.

HOLDERS

As of April 15, 2011,  there were 52 Class A stockholders of record,  owning all
of the  7,478,409  issued and  outstanding  shares of our Class A common  stock;
there were 68 institutional  shareholders of record owning all of the 21,176,262
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.

                                       29
<PAGE>
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.

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 each of the years
ended December 31, 2008,  2009 and 2010 and should be read in  conjunction  with
those  statements,  which are included in this Annual  Report on Form 10-K.  The
consolidated  financial  statements  have been audited by Rosen  Seymour  Shapss
Martin & Company LLP.

<TABLE>
<CAPTION>
                                                            (In thousands, except for per share data)
                                                                    Year Ended December 31,
                                                    --------------------------------------------------------
                                                        2010                  2009                  2008
                                                    ------------          ------------          ------------
<S>                                                 <C>                   <C>                   <C>
Net revenues                                        $     86,060          $     82,129          $     73,045
                                                    ============          ============          ============

Loss from operations                                $     (6,447)         $     (4,336)         $     (6,316)
                                                    ============          ============          ============

Net loss                                            $     (7,727)         $    (13,046)         $    (11,309)
                                                    ============          ============          ============

Net loss attributable to Amincor shareholders       $     (7,456)         $    (12,320)         $    (10,740)
                                                    ============          ============          ============

Per Share Information - basic and diluted
 loss from operations:

Net loss per share                                  $      (0.26)         $      (0.87)         $      (0.76)
                                                    ============          ============          ============

Weighted average common shares outstanding          $ 29,054,908          $ 14,126,820          $ 14,126,820
                                                    ============          ============          ============
Balance Sheet Data:

Total assets                                        $     80,418          $     63,742          $     63,075
                                                    ============          ============          ============
Total long-term obligations                         $      2,342          $      2,235          $      5,062
                                                    ============          ============          ============
</TABLE>

                                       30
<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 CONTRACT ADMINISTRATORS, INC.

Amincor Contract Administrators, Inc. had minimal or no operations in 2010.

                           AMINCOR OTHER ASSETS, INC.

Amincor Other Assets, Inc. had minimal or no operations in 2010.

                               BAKER'S PRIDE, INC.

SEASONALITY

Seasonality  does not influence  revenue or results in BPI's present  operation;
however, as BPI expands and diversifies into additional  categories  seasonality
will become more of a factor.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NET REVENUE

Net revenue for the year ended December 31, 2010 totaled $13,292,090 compared to
$13,345,574  for the year ended  December  31,  2009,  a decrease  of $53,484 or
approximately  0.4%. All revenue was generated by BPI's Jefferson Street Bakery,
Inc. as the Mt.  Pleasant  facility is  awaiting  funds to complete  start-up of
donut, brownie and cookie production.

There were two unusual events that negatively  affected sales during the period:
a flash flood at the Jefferson Street Bakery on May 13, 2010 which resulted in 6
days of lost production and sales totaling $227,375; on December 24, 2010 a fire
in a  neighboring  building  to the  Jefferson  Street  Bakery  resulted in lost
production and sales of $23,695. Had these unusual events not occurred sales for
the year ended  December  31, 2010 would have been  $13,543,160;  an increase of
$197,586 or approximately 1.5%.

                                       31
<PAGE>
Bread sales for year ended  December  31, 2010 totaled  $12,274,475  compared to
$12,171,169  for year ended  December  31,  2009,  a  increase  of  $103,306  or
approximately  0.8%.  This increase was primarily due to an increase in produced
units and less waste in  manufacturing.  Donut sales for year ended December 31,
2010 totaled  $1,018,107  compared to $1,174,801 for the year ended December 31,
2009, a decrease of $156,694 or approximately 13.3%. This decrease was primarily
due  to  one  of  our  clients  divisions  discontinued  our  donuts  to  test a
competitors donuts.

There was a great  deal of  increased  competitive  pressure  in the  markets we
service;  as bakers of branded bread and bun products sought to take back market
share that they have lost to private label bakeries over the past several years.
Their announced  strategy was to do this by running very aggressive  promotions;
which proved to be very negative to their  operating  profits.  This increase in
competitive  pressure did not result in loss of BPI's bread sales; but did limit
pricing adjustments in the Fourth Quarter of 2010.

COST OF REVENUE

Cost of revenue for the year ending  December  31, 2010  totaled  $9,120,205  or
approximately  68.6% of net  revenue  compared  to  $9,154,517  or 68.6 % of net
revenue  for the year  ending  December  31,  2009,  a  decrease  of  $34,312 or
approximately 0.4%. Cost of Revenue benefited from the following efficiencies: a
new benefit package was installed that required more employee cost participation
and  modified  work  schedules  at the  Jefferson  Street  Bakery  resulted in a
reduction of the number of employees  and  supervisors  required.  The resulting
savings for the year December 31, 2010 compared to the year ending  December 31,
2009 for direct labor was $97,563 a reduction  in direct labor of  approximately
3.3%.

Moderating input costs in the first half of the 2010 reduced cost of revenue for
that period; but a drought in Russia and Ukraine in August of 2010 caused wheat,
grain and subsequently flour prices to surge dramatically.  Even with BPI taking
a multi month flour position earlier in 2010 that offered price protection;  the
benefit  of the  moderating  input  costs  early  in the year  were  effectively
negated.

In the fourth quarter of 2010, the weakness of the dollar,  increased demand and
speculation  added to price  increases that were a result of the Russian drought
and added even more  volatility to input costs.  Additional  input costs in late
October,  November and December collectively amounted to approximately $110,000;
which  BPI  was not  able to pass  along  to its  customers  due to  competitive
pressure.

Prior to year end,  BPI began the  process of  reviewing  wholesale  prices with
customers as Management sought to compensate for the increased input costs. A 7%
wholesale price was instituted in March 2011.

OPERATING EXPENSE

Operating  expenses for the year ended  December 31, 2010 totaled  $3,964,582 or
approximately 29.8% of net revenue compared to $4,319,410 or approximately 32.4%
of net revenue for the year ended  December  31, 2009, a decrease of $354,828 or
approximately  8.2%. The decrease in operating expenses during fiscal 2010 was a
primarily a result of a voluntary  reduction  in salary from the  executive  and
administration staff.  Executive and administration  salaries for the year ended

                                       32
<PAGE>
December 31, 2010 totaled  $768,495  compared to $1,065,381  for the year ending
December 31, 2009, a decrease of $296,886 or approximately 27.9%.

INCOME (LOSS) FROM OPERATIONS

Profit from operations for the year ended December 31, 2010 totaled  $207,303 or
approximately 1.6% of net revenue compared to loss from operations of ($128,353)
or approximately  (0.1%) of net revenue for the year ended December 31, 2009, a
decrease  in net loss of  $335,656.  The  decrease in loss from  operations  was
primarily  due to  aforementioned  cost of revenue  decreases  and  general  and
administration expenses decreases.

INTEREST AND OTHER EXPENSES (INCOME)

Interest  and other  expenses  (income)  for the year ended  December  31,  2010
totaled $476,916 or  approximately  3.6% of net revenue compared to interest and
other expenses (income) of $654,844 or approximately 4.9% of net revenue for the
year ended  December  31,  2009,  a decrease in interest  and other  expenses of
$177,928, or approximately 27.2%.

Other income for the year ended December 31, 2010 totaled ($102,776) compared to
other income of ($77,100)  for the year ended  December 31, 2009, an increase in
other income of $25,676 or approximately 33.3%. The increase in other income was
a result of insurance payments for a portion of the loss due to the flashflood.

Interest  and other  expenses  for the year  ended  December  31,  2010  totaled
$579,692  compared to interest and other expenses of $731,944 for the year ended
December 31, 2009, a decrease of $152,252 or  approximately  20.8%. The decrease
in interest and other  expenses was  primarily due to a decrease in the interest
rate on the financing agreements.

NET LOSS

Net loss for the year ended December 31, 2010 totaled  $269,613  compared to net
loss of $783,197 for the year ended December 31, 2009, a decrease in net loss of
$513,584 or  approximately  65.6%. The decrease in net loss was primarily due to
stable sales even with several unusual events,  the  aforementioned  decrease in
cost of revenue as a result of  efficiencies  that more than offset the increase
in input costs, a decrease in operating expenses and an increase in other income
that more than offset the increase in other expenses.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

Note: The Twelve Months Ended December 31, 2008 contains a 7.9 month stub period
from January 1, 2008  through  August 28,  2008.  Although  the results  include
operations  from August 28, 2008,  Baker's  Pride,  Inc.  had no activity  until
October  15,  2008.  The  Company  was  unable  to  obtain  financials  from the
predecessor  company,  whose books and records were in poor condition.  As such,
the financials for the year ended December 31, 2008 have been annualized for the
purposes of comparison.

                                       33
<PAGE>
                                      As Audited              Annualized
                                         2008                    2008
                                     ------------            ------------

    Net Sales                        $  2,888,904            $ 13,506,564

    Cost of Sales                       2,189,976              10,238,849
    % of Sales                               75.8%                   75.8%
                                     ------------            ------------
    Gross Profit                          698,928               3,267,715
    % of Sales                               24.2%                   24.2%

    SG&A Expenses                         979,336               4,578,714
    % of Sales                               33.9%                   33.9%
                                     ------------            ------------
    Loss from Operations
                                         (280,408)             (1,310,998)
    % of Sales                               -9.7%                   -9.7%

    Other Expenses (Income)                73,903                 345,521
    % of Sales                                2.6%                    2.6%
                                     ------------            ------------
    Net Loss                         $   (354,311)           $ (1,656,519)
                                     ============            ============
    % of Sales                              -12.3%                  -12.3%

NET REVENUE

Net revenue for the year ended December 31, 2009 totaled $13,345,574 compared to
$13,506,564  annualized amounts for the year ended December 31, 2008, a decrease
of $160,990 or approximately 1.2%.

COST OF REVENUE

Cost of revenue for the year ending  December  31, 2009  totaled  $9,154,517  or
approximately  68.6% of net  revenue  compared  to  $10,238,849  or 75.8% of the
annualized  net revenue for the year ending  December  31,  2008,  a decrease of
$1,084,332 or approximately 10.6%.

OPERATING EXPENSE

Operating  expenses for the year ended  December 31, 2009 totaled  $4,319,410 or
approximately 32.4% of net revenue compared to $4,578,714 or approximately 33.9%
of the  annualized  net revenue for the year ended December 31, 2008, a decrease
of $259,304 or approximately 5.7%.

LOSS FROM OPERATIONS

Loss from  operations for the year ended  December 31, 2009 totaled  $128,353 or
approximately 1.0% of net revenue compared to an annualized loss from operations
of $1,310,998 or  approximately  9.7% of the annualized net revenue for the year
ended  December 31, 2008, a decrease in net loss of $1,182,645 or  approximately
90.2%.

                                       34
<PAGE>
OTHER EXPENSES (INCOME)

Other expenses (income) for the year ended December 31, 2009 totaled $654,844 or
approximately  4.9% of net  revenue  compared  to  other  expenses  (income)  of
$345,521 or approximately  2.6% of the annualized net revenue for the year ended
December  31,  2008,  an increase in other  expenses  (income) of  $309,323,  or
approximately 89.5%.

NET LOSS

Net loss for the year ended  December 31, 2009 totaled  $783,197  compared to an
annualized  net loss of  $1,656,519  for the year ended  December  31,  2008,  a
decrease in net loss of $873,322 or approximately 52.7%.

                         EPIC SPORTS INTERNATIONAL, INC.

SEASONALITY

The tennis industry is seasonal,  based on the factors including the weather and
the various climates of the markets we serve. Internationally, the tennis season
peaks between March and November.  The season is similar in the U.S., however it
starts  earlier in the year,  during  February,  for the  Southern  states.  The
ordering  cycle for the  international  markets  occurs  in the Fall for  Spring
deliveries to retail  accounts.  In the U.S.,  pre-orders are taken 2 - 3 months
prior to products being available for delivery to retailers.

ESI's sales are typically  front loaded in the year, with  approximately  60% of
sales  occurring  in the first half and the  remaining  40% in the second  half.
Sales are also  affected by the launch of new  products  and the timing of those
launches.  There are typically two launch  periods per year:  Spring/ Summer and
Fall/ Winter.  The Spring/ Summer launch is typically the larger of the two with
more  products and marketing  efforts when compared to the Fall/ Winter  launch.
Other spikes in tennis  product  sales occur around the Grand Slam  Tournaments,
which occur in January,  May,  July and  September.  Media  exposure  and tennis
participation both increase between 35% - 50% during these periods.

DUE FROM FACTOR (RECEIVABLES)

In February 2007 ESI entered into a factoring  agreement with Capstone  Business
Credit, LLC.  ("Factor").  Under the terms of the agreement the Factor agreed to
purchase the eligible  receivables at the calculated  borrowing base (80% of the
aggregate value of all eligible  receivables) for the then immediately preceding
calculation period.

A 2%  commission  was charged on all  receivables  purchased by the Factor.  The
annual minimum commission under the agreement was $131,200 in all years.

The factoring agreement was terminated in November 2010, when ESI entered into a
strategic alliance  agreement with Samsung C&T America,  Inc. Under the terms of
the agreement,  ESI acts as a brand manager and sales agent for Boris Becker and
Volkl products, while Samsung will purchase and ship inventory, bill for product
sales and collect the resulting receivables. As compensation for the services to
be rendered by ESI, it will be paid a commission on a monthly basis equal to 21%
of the net invoice  amount  billed to customers  after certain  adjustments  and
chargebacks, as defined in the agreement, have been applied.

                                       35
<PAGE>
In exchange for its services,  Samsung will earn 10% of the gross invoice amount
on domestic orders and 6% of the gross invoice amount on international orders.

INVENTORY

There was no inventory  as of December  31,  2010,  having been sold in November
2010 to  Samsung  under  the  financing  arrangement.  Prior to  November  2010,
inventory  consisted of finished  goods,  and was valued at the lower of cost or
market using the first-in,  first-out method. Market was determined based on net
realizable value with appropriate consideration given to obsolescence, excessive
levels and other market factors.  An inventory reserve was recorded wherever the
carrying amount of the inventory exceeded its estimated market value.

LIQUIDITY

ESI has incurred  losses and negative cash flows from  operations  for the years
ended  December 31,  2010,  2009 and 2008.  As a result,  ESI has taken steps to
improve its liquidity including converting to a more efficient Xperia accounting
system,  partnering  with  Samsung C&T  America,  consolidating  operations  and
seeking additional operational  efficiencies where available.  ESI has proven to
possess the ability to generate  sales when products are available and in stock.
During the period  between  July and  September of 2010,  ESI had over  $800,000
worth of orders  in house,  but were  unable to  deliver  based on the cash flow
difficulties and lack of available working capital.  These shortages resulted in
cancelled  orders,  a  delayed  start  to the 2011  season  and  damaged  vendor
relationships.

CAPITAL RESOURCES

On September 30, 2008, the ESI entered into an amended  purchase order financing
agreement with a related party  ("lender")  which matures on September 30, 2013.
Under the  agreement,  ESI is allowed to take advances in an amount equal to the
lesser of (a)  $1,165,976  or (b) the  borrowing  base for the then  immediately
preceding calendar month.

Payment  on  advances  are due on the  earlier of sixty days from the date of an
advance or the day on which any of the goods paid for by an advance  are shipped
to a customer. The advances bear interest at a rate of 16% per annum (over a 360
day period) and do not begin to accrue any interest until the 31st day following
the date on which such advance was made. If ESI is in default of the  agreement,
the advances  bear  interest at a rate of 24% per annum (over a 360 day period).
The purchase money  advances are secured by a promissory  note from ESI covering
the entire amount.

Additionally,  under the terms of the  agreement the lender may issue letters of
credit  in  favor  of  ESI's  suppliers  in  order  to  enable  ESI  to  acquire
merchandise.  The letters of credit bear  interest at annual  rates of 1.50% for
the first 30 days that the letter of credit is  outstanding  and 0.75% for every
14 days thereafter that such letter of credit remains outstanding.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NET REVENUE

Net revenue for the year ended December 31, 2010 totaled $3,233,925  compared to
$3,803,853  for the year ended  December  31,  2009,  a decrease  of $569,928 or
approximately  15.0%.  The  decrease is primarily  due to cash flow  constraints
which has led some of ESI's main suppliers to hold back products for which there

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were customer  orders.  In addition,  for November and December 2010, ESI earned
commissions  of only  $128,537  due to the  implementation  of the  Samsung  C&T
Strategic Alliance  Agreement.  As a result of the cash flow constraints,  there
has not been a  sufficient  amount of product to sell and  international  orders
have been filled from the U.S. supply.  During 2010, some markets  including the
U.K.,  Spain, and Germany were in constant need of additional  products.  Due to
the lack of available  product and steady growth of new  distributors in Europe,
demand  slowed as products were sought from  competitors.  The effect of this on
2010's  business  was a loss of sales and a  projected  three month delay to the
beginning of the Spring 2011 season.

COST OF REVENUE

Cost of revenue for the year ended  December  31,  2010  totaled  $2,496,242  or
approximately  77.2% of net  revenue  compared  to  $2,654,319,  or 69.8% of net
revenue  for the year ended  December  31,  2009,  a  decrease  of  $158,077  or
approximately  6.0%.  The  decrease in the dollar  amount was due to a lower net
revenue  figure in 2010 than was seen in 2009.  Despite  the  decrease in dollar
amount, cost of revenue as a percent of net revenues increased by 9.3% due to an
higher  level of  international  sales which is  typically  carry a lower profit
margin  when  compared  to its  domestic  counterpart.  The  ratio  of  sales to
distributors   outside  of  the  U.S.  is  higher  when  compared  to  sales  to
distributors  within the U.S. which indicates greater  competition in the market
abroad and is  reflected  in lower per unit  product  prices and higher  freight
expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the year ended  December 31,
2010  totaled  $2,251,570,  or  approximately  69.6% of net revenue  compared to
$2,416,120 or approximately 63.5% of net revenue for the year ended December 31,
2009,  a decrease of $164,550 or  approximately  6.8%.  The decrease in selling,
general and administrative  expenses during the year ended December 31, 2010 was
primarily due to an  initiative  to control  spending;  more  specifically  with
emphasis  on   expenditures   related  to  marketing  and  promotion   expenses.
Accordingly,  marketing and promotion  expenses totaled $62,316 and $229,944 for
the years ended December 31, 2010 and 2009, respectively, a decrease of $167,677
or approximately 5.2% of net revenues.

Further  reductions  in expense  are  attributable  to the  relocation  of ESI's
headquarters  from Fall  River,  Massachusetts  to New York,  New York  enabling
efficiencies  resulting  in the  consolidation  of back  office  operations  and
personnel.   Despite  the  decrease  in  dollar  amount,  selling,  general  and
administrative  expenses as a percent of net  revenues  increased by 7.1% due to
increased expenses  associated with travel expenditures for Sean Frost and Brian
Dillman.  Travel and entertainment  expenses totaled $192,034 and $108,729,  for
the years ended December 31, 210 and 2009, respectively,  an increase of $83,305
or approximately 77.0%. The increase in travel and entertainment expenses is due
to the higher costs associated with traveling  internationally  as reflective in
higher  international  sales  during 2010.  In addition,  royalty fees for Volkl
totaled  $192,890  and $89,024 for the years ended  December  31, 2010 and 2009,
respectively,  an increase of $103,866 or approximately  116.7%. The increase in
royalty  fees for Volkl is due to the  increase  in  royalty  rates and  minimum
royalty  payments in  accordance  with the  licensing  agreement  ESI holds with
Volkl.

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<PAGE>
LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2010 totaled $1,513,887, or
approximately  46.8% of net  revenue,  compared  to a loss  from  operations  of
$1,266,586 or approximately 33.3% of net revenue for the year ended December 31,
2009, an increase in loss from  operations of $247,301 or  approximately  19.5%.
The  increase  in  loss  from   operations   was   primarily  due  to  increased
international  sales and the increase of selling,  general,  and  administrative
expenses as a percent of net revenues as noted above.

OTHER EXPENSES

Other expenses for the year ended December 31, 2010 totaled $169,721 compared to
other  expenses of $966,985 for the year ended  December 31, 2009, a decrease in
other  expenses  of  $797,264  or  approximately  82.4%.  The  decrease in other
expenses was due to decreases attributed to interest payments and fees connected
to ESI's purchase order financing agreement in conjunction with a debt to equity
conversion  that took place on  December  31,  2009.  Due to this debt to equity
conversion,  purchase  order interest  expense on the purchase  order  financing
agreement  decreased to $21,286 from  $801,290 for the years ended  December 31,
2010 and 2009, respectively, a decrease of $780,004 or approximately 97.3%.

NET LOSS

Net loss for the year ended December 31, 2010 totaled  $1,683,608  compared to a
net loss of $2,233,571  for the year ended  December 31, 2009, an improvement of
$549,963 or approximately 24.6%. As a percentage of total revenues, the net loss
for the year ended  December  31,  2010 was  approximately  52.1%  compared to a
percentage of total sales of approximately 58.7% for the year ended December 31,
2009,  an  improvement  of  approximately  6.7%.  The  decrease  in net  loss is
attributable to the decrease in selling,  general and administrative expenses as
well as the decrease in other expenses as noted above.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

Note:  The Twelve  Months  Ended  December  31, 2008  contains an 8.5 month stub
period from January 1, 2008 through September 18, 2008. For comparison purposes,
we have  included  the  financials  of Epic Sports  International,  Inc. for the
predecessor  period  January  1,  2008  to  September  17,  2008,  prior  to the
acquisition of Epic Sport International, Inc.

NET REVENUE

Net revenue for the year ended December 31, 2009 totaled $3,803,853  compared to
$3,315,489  for the year ended  December  31,  2008,  an increase of $488,364 or
approximately 14.7%.

COST OF REVENUE

Cost of revenue for the year ended  December  31,  2009  totaled  $2,654,319  or
approximately  69.8%  of net  revenue  compared  to  $2,524,915  or 76.2% of net
revenue  for the year ended  December  31,  2008,  an  increase  of  $129,404 or
approximately  5.1%.  The primary  reason for this  increase was due to a higher
sales volume in 2009 when compared to 2008.  As a percentage  of sales,  cost of

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<PAGE>
revenue decreased by approximately 6.2% due to a better mix of inventory in 2009
when compared to 2008. The starting  inventory at ESI's  inception was sold at a
lower  margin in order to turn over the existing  old  inventory  and replace it
with faster moving inventory.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the year ended  December 31,
2009  totaled  $2,416,120,  or  approximately  63.5% of net revenue  compared to
$1,958,164 or approximately 59.1% of net revenue for the year ended December 31,
2008, an increase of $457,956 or approximately 23.4%.

LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2009 totaled $1,266,586, or
approximately  33.3% of net  revenue,  compared  to a loss  from  operations  of
$1,167,590 or approximately 35.2% of net revenue for the year ended December 31,
2008, a decrease in loss from operations of $98,996 or approximately 8.5%.

OTHER EXPENSES

Other expenses for the year ended December 31, 2009 totaled $966,985 compared to
other expenses of $1,350,229 for the year ended December 31, 2008, a decrease in
other expenses of $383,244 or approximately 28.4%.

NET LOSS

Net loss for the year ended December 31, 2009 totaled  $2,233,571  compared to a
net loss of $2,517,819  for the year ended  December 31, 2008, a decrease in net
loss of $284,248 or approximately 11.3%. As a percentage of total sales, the net
loss for the year ended December 31, 2009 was approximately  58.7% compared to a
percentage of total sales of approximately 75.9% for the year ended December 31,
2008, an improvement of approximately 17.2%.

                          MASONRY SUPPLY HOLDING CORP.

Note: The below comparative  statements compare Masonry Supply Holding Corp. and
its subsidiary, Imperia Masonry Supply Corp. (together "IMSC") to Imperia Bros.,
Inc.,  IMSC's  predecessor  entity.  Although Imperia Bros.,  Inc. is a separate
operating  entity from IMSC,  Management  believes that the two  operations  are
similar  enough in nature that  comparative  statements  can be made between the
years ending December 31, 2010 and 2009.

OUR BUSINESS

IMSC's business  primarily involves the operation and management of two business
units:  1) the  manufacturing  and sale of concrete block  products,  and 2) the
wholesaling & distribution of other masonry and building materials and supplies.
IMSC  was  incorporated  on June 22,  2009 and it  assumed  assets  and  certain
liabilities of its predecessor entity,  Imperia Bros, Inc., on December 31, 2009
in order to  restructure  and operate as a new and  different  business  concern
going  forward.  As part of IMSC's  operational  structure  and to  facilitate a
turnaround of  operations,  IMSC's  management  changed  throughout  2010.  This
management  change had a material  effect on  operations  as the majority of the
former senior  management  team was replaced by a new management team by the end

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<PAGE>
of 2010. The former  management  team was  responsible  for deficient  inventory
management  which  resulted in a $300,000  write down of  inventory  value and a
reserve of $321,000 for slow moving and  obsolete  inventory.  In addition,  the
prior management team did not promote preventive  maintenance and only allocated
funds for repairs when the plant could no longer operate.  Additional  financial
controls  were put into place  towards the end of 2010 after the majority of the
management  team was  replaced,  to rectify  deficiencies  within the  financial
controls put into place by the prior management team.

SEASONALITY

IMSC's  revenues are  generally  greater  between  March and November due to the
demand  for  masonry  products  having a  direct  correlation  with the  outdoor
construction  season in the Northeast.  IMSC produces heavily during this period
in an effort to keep the proper amount of inventory on hand to meet demand while
utilizing the slower season to make  improvements  and maintain  machinery.  The
demand for concrete  blocks and bricks is also heavily  dependent on the demands
of  construction,   which  is  principally  driven  by  trends  in  residential,
commercial and industrial real estate development.

IMSC  intends to mitigate  some of the  seasonality  of its business by entering
into a hardware  cooperation  agreement with a notable retail hardware  supplier
(the "Hardware  Supplier")  which will assist in promoting sales  throughout the
year. Management believes that by working with the Hardware Supplier,  IMSC will
create greater  consumer and  contractor  demand for hardware  products  offered
through the  Hardware  Supplier  and it is  anticipated  that demand for masonry
supplies will increase as well. It is also management's belief that the Hardware
Supplier's  customers who purchase paint or plumbing supplies in the winter will
take notice of IMSC's masonry displays and return in the spring,  summer or fall
for their masonry related projects.  The additional  advertising that will occur
as a result of the  relationship  with the Hardware  Supplier will also increase
IMSC's  visibility  to the  public  and  result  in  increased  over all  sales.
Moreover,  IMSC's  sales  force  will be able to sell  the  Hardware  Supplier's
products to its existing and new commercial accounts. Any increase in sales will
help  distribute  overhead that has been  concentrated in the masonry supply and
block  manufacturing  divisions  which should  assist in  generating  additional
income.

INVENTORY

IMSC's inventory  consists of raw materials and finished goods, and is valued at
the lower of cost or market using the average cost method. The inventory account
totaled $380,568 and $1,022,057 as of December 31, 2010 and 2009,  respectively,
a decrease of $641,489 or approximately  62.8%.  Inventory amounts are net of an
inventory  obsolescence  reserve of $135,747  and $0 as of December 31, 2010 and
2009, respectively. The decrease is primarily due to cash flow constraints which
resulted  in some of  IMSC's  suppliers  withholding  raw  materials  and  other
products needed to produce new inventory and stock third party  inventory.  As a
result,  key inventory  products and raw materials  have been out of stock which
has  restricted  IMSC's  ability to produce  concrete block and the reselling of
other  masonry  supplies,  deterring  customers  from  utilizing  IMSC as  their
one-stop-shop of choice.  Additional decreases were due to an obsolete inventory
write-off of $199,769 in September of 2010.

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<PAGE>
LIQUIDITY

IMSC has incurred  losses and negative cash flows from  operations for the years
ended  December 31, 2010 and 2009.  IMSC has  suffered  from a lack of liquidity
because  its  plant and  equipment  are aging  and  costly  to  maintain.  These
additional costs have been reflected in the cost of revenue.  It is management's
intention  is to raise  sufficient  capital to upgrade the plant and  equipment,
allowing IMSC to be more  competitive  within the  industry.  IMSC has secured a
line of credit  with  Amincor  for  approximately  $1.5  million  and is seeking
alternative sources of financing for capital expenditures.  With the achievement
of  revenue  goals,  management  believes  it has  sufficient  access to working
capital to sustain operations through December 31, 2011.

EXISTING CREDIT FACILITIES

IMSC had entered  into an asset based loan with Amincor  which bore  interest at
16% per annum from January 1, 2010 through  September 30, 2010. As of October 1,
2010 the interest  rate was reduced to 8.32% per annum.  IMSC's asset based loan
had an outstanding balance of approximately $1,500,000 as of December 31, 2010.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NET REVENUE

Net revenue for the year ended December 31, 2010 totaled $5,834,782  compared to
$10,126,542  for the year ended  December 31, 2009, a decrease of  $4,291,760 or
approximately  42.4%.  The  decrease is  primarily  due to the lack of new large
projects coupled with cash flow constraints and a change in management.  Some of
IMSC's  suppliers  have withheld raw materials and other products as a result of
delay in payment.  Accordingly,  key inventory  products and raw materials  have
been  consistently  out of stock which has restricted  IMSC's ability to produce
concrete block and to resell other masonry products which has deterred customers
from utilizing IMSC as their one-stop-shop.

COST OF REVENUE

Cost of revenue for the year ended  December  31,  2010  totaled  $4,965,070  or
approximately  85.1% of net  revenue  compared  to  $9,642,659,  or 95.2% of net
revenue  for the  year  ended  December,  2009,  a  decrease  of  $4,677,589  or
approximately  48.5%.  The gross profit  margin for the year ended  December 31,
2010 was  approximately  14.9% as compared  to 4.8% for the prior year,  a 10.1%
improvement  in margin.  During  2010,  the monthly  rent charged was reduced as
Amincor assumed  responsibility as lessor to IMSC. Rent expense totaled $307,531
and $1,275,017 for the years ended December 31, 2010 and 2009,  respectively,  a
decrease of $967,536, or approximately 75.8%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the year ended  December 31,
2010  totaled  $2,997,878,  or  approximately  51.4% of net revenue  compared to
$3,132,827 or approximately 30.9% of net revenue for the year ended December 31,
2009,  a decrease of  $134,949 or  approximately  4.3%.  The  decrease in sales,
general and  administrative  costs  during the year ended  December 31, 2010 was

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<PAGE>
primarily  due to  vehicle  cost  reductions  associated  with the  decrease  in
customer deliveries and the amount of fleet vehicles utilized.

LOSS FROM OPERATIONS

The  loss  from  operations  for  the  year  ended  December  31,  2010  totaled
$2,128,166,  or  approximately  36.5%  of net  revenue,  compared  to loss  from
operations of  $2,648,944,  or  approximately  26.2% of net revenue for the year
ended  December  31,  2009,  a decrease in loss from  operations  of $520,778 or
approximately  19.7%.  The decrease in loss from operations was primarily due to
decreased  selling,  general and  administrative  expenses as noted above and an
improvement in operating margins reflected in gross profit.

OTHER EXPENSES (INCOME)

Other expenses for the year ended December 31, 2010 totaled $364,694 compared to
other expenses of $6,888,710 for the year ended December 31, 2009, a decrease in
other expenses of $6,524,016, or approximately 94.7%. The decrease resulted from
the cessation of IMSC's factoring agreement in conjunction with a debt to equity
conversion which both occurred on December 31, 2009.

NET LOSS

Net loss for the year ended December 31, 2010 totaled  $2,492,860  compared to a
net loss of  $9,537,654  for the year ended  December  31,  2009,  a decrease of
$7,044,794  or  approximately  73.9%.  The  decrease  of net  loss is  primarily
attributable to the decrease in selling,  general and administrative expenses as
well as the decrease in other expenses as noted above.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

An analysis of the year ended  December 31, 2009 versus the year ended  December
31, 2008 is not available for Masonry  Supply Holding Corp. as the first year of
operations  for  IMSC  was the year  ended  December  31,  2010.  A  comparative
statement of operations  for the fiscal years ended 2009 and 2008 for IMSC would
be solely that of its predecessor entity which is no longer in operation.

                              TULARE HOLDINGS, INC.

RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010 AND 2009

NET REVENUE

Net revenue for the year ended December 31, 2010 totaled $10,074,442 compared to
$11,324,456  for the year ended  December 31, 2009, a decrease of  $1,250,014 or
approximately 11.0%. The decrease in revenues is attributed to two main factors,
continued  pressure  from  import  business  and a reduced  availability  of raw
product.  The  continued  pressure from  imported  produce  resulted in Tulare's
competitors reducing their prices. The price reduction had the largest effect on
Tulare's food service  related sales which  decreased to $7,725,594 for the year
ending  December 31, 2010 from  $9,275,078,  a decrease of  $1,549,484 or 16.7%.
Weather  conditions over the course of the year ended December 31, 2010 resulted

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<PAGE>
in below average  temperatures and above average rainfall in California  region.
The end result of the weather resulted in a lower quantity of harvested product.
In  addition,  Tulare had  planned  to shift its  contracted  fall pack  spinach
business to open market spinach in order to meet sales objectives; this endeavor
was affected by the same adverse  weather  conditions and was  unsuccessful as a
result.

COST OF REVENUE

Cost of revenue for the year ended  December  31,  2010  totaled  $9,524,221  or
approximately  94.5% of net  revenue  compared to  $10,919,274,  or 96.4% of net
revenue  for the year ended  December  31,  2009,  a decrease of  $1,395,053  or
approximately  12.8%.  The  decrease  in the  dollar  amount  was due to reduced
production in both spinach and southern  greens volume along with favorable cost
improvements.  Management  estimates  the cost  improvements  due to  additional
machinery  efficiency  totaled  approximately   $350,000.  The  improvements  in
efficiency were partially offset due to the reduced availability of raw product,
forcing  Tulare to  purchase  raw  product on the open market and an increase in
direct  labor  costs  due  to  switching  staffing  agencies.  Tulare  purchased
additional raw product on the open market which negatively affected gross profit
by approximately  $0.02 per pound  purchased,  for an aggregate of approximately
$90,000.  The cost improvements  include improved plant efficiency which reduced
cost on a per pound basis for all input costs, including raw product,  utilities
and direct labor. In September 2010, Tulare's direct labor staffing company went
out of business which forced Tulare to switch to a more expensive competitor for
its direct labor needs. Approximately 80% of the production team was retained in
the transition,  but the associated  direct costs increased by approximately 6%.
The entirety of the payroll switch,  increased payroll expenses by approximately
$45,000  between the years ended  December 31, 2010 and 2009. In February  2010,
Tulare  experienced a power failure which affected the frozen  warehouse  within
Tulare's  facility;  it  was  later  discovered  that  the  failure  was  due to
incorrectly  installed  equipment.  Tulare has sent a demand for compensation to
the  company  which  incorrectly  installed  the  equipment;  there  has been no
repayment of damages to date. An associated  insurance  claim has been submitted
however  the  matter  will  not be  resolved  until  2011.  Calculations  of the
associated damages from the incident totaled approximately $158,000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the year ended  December 31,
2010  totaled  $2,423,496,  or  approximately  24.1% of net revenue  compared to
$1,936,173,  or  approximately  17.1% of net revenue for the year ended December
31, 2009, an increase $487,323 or approximately  25.2%. The increase in selling,
general and  administrative  expenses  for the year ended  December 31, 2010 was
primarily due to increased audit expenses related to the 2010 and 2009 financial
statement  audits.  Audit  expense  totaled  $290,685 and $0 for the years ended
December 31, 2010 and 2009, respectively.

LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2010 totaled $1,873,275, or
approximately  18.6% of net  revenue,  compared  to loss  from  operations  of $
1,530,991, or approximately 13.5% of net revenue for the year ended December 31,
2009, an increase in loss from  operations of $342,284 or  approximately  22.4%.
The increase in loss from  operations  was primarily  due to increased  selling,
general and administrative expenses as noted above.

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<PAGE>
OTHER EXPENSES

Other expenses for the year ended December 31, 2010 totaled $845,254 compared to
other expenses of $5,884,810 for the year ended December 31, 2009, a decrease in
other  expenses  of  $5,039,556,  or  approximately  85.6%.  The Other  expenses
category  consists entirely of interest  expenses.  The decrease in the interest
expense between the years ending December 31, 2010 and December 31, 2009 was the
result of a debt to equity conversion which took place on December 31, 2009.

NET LOSS

Net  loss  for  the  year  ended  December  31,  2010  totaled  $2,718,529,   or
approximately  27.0% of net revenue,  compared to a net loss of  $7,415,801,  or
approximately  65.5% of net  revenue for the year ended  December  31,  2009,  a
decrease in net loss of $4,697,272 or  approximately  63.3%. The decrease in net
loss was primarily due to the decrease in other expenses as noted above.

RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2009 AND 2008

Note:  The Twelve Months Ended December 31, 2008 contains a one week stub period
from January 1, 2008 through January 8. 2008. There was no significant  activity
or  transactions  that took place during this period.  The results of operations
for this stub  period are not  included  in the year  ended  December  31,  2008
performance as discussed below.

NET REVENUE

Net revenue for the year ended December 31, 2009 totaled $11,324,456 compared to
$11,369,141  for the year ended  December  31,  2008,  a decrease  of $44,685 or
approximately  0.4%. Net revenues were  relatively  unchanged for the years 2009
versus 2008.  The net revenues of the spinach line decreased by $561,000 in 2009
as compared to 2008 due to lower  tonnage sold in 2009 due to less  availability
of the  spinach  crop in 2009.  The net  revenues  of the  greens  increased  by
$494,000  in 2009 as compared  to 2008 due to higher  selling  prices and Tulare
concentrated on selling greens as a replacement for the broccoli and cauliflower
lines. The net revenues of broccoli increased by $164,000 in 2009 as compared to
2008,  and the net  revenues  of  cauliflower  decreased  by  $42,000 in 2009 as
compared to 2008. Tulare halted the sales of broccoli and cauliflower in October
2009 and June 2009,  respectively,  since each of these  product  lines were not
profitable.  The broccoli line was reopened for the period January  through June
2010 for a program  for a specific  customer,  which was  profitable  to Tulare.
Management  believes  the  decrease  of $44,685  was due to a decrease in market
demand for frozen vegetables during 2009.

COST OF REVENUE

Cost of revenue for the year ended  December  31, 2009  totaled  $10,919,274  or
approximately  96.4% of net revenue  compared to  $15,490,647,  or 136.3% of net
revenue  for the year ended  December  31,  2008,  a decrease of  $4,571,373  or
approximately  29.5%.  This  decrease  was due to  improved  processes,  product
quality,  and increased recovery rates of raw product,  as a result of plant and
management  improvements in 2009. Raw product purchases were  approximately $4.7
million in 2008 as opposed to $3.2 million in 2009, a reduction of $1.5 million.
This  reduction  was the  result  of  negotiated  terms  with  the  growers  and
reductions in raw product losses. Further, reductions in utilities ($2.2 million
in 2008, $1.4 million in 2009, a reduction of $800,000), packaging ($2.4 million
in 2008,  $2.0 million in 2009, a reduction  of $400,000)  and general  expenses
($1.5  million  in  2008,  $1.1  million  in  2009,  a  reduction  of  $400,000)

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<PAGE>
contributed  to the overall  reduction in cost of goods sold,  increasing  gross
profit.  Product  quality  increases  associated  with the  installation  of new
blancher  controls  allowed  Tulare to better  regulate the time required to and
temperature  at which product was  processed,  yielding a more  efficient use of
plant  utilities and machinery  while  increasing  the  consistency  of Tulare's
products.   Finally,   Tulare's  raw  product   recovery  rate   increased  from
approximately  70.66%  in 2008 to  approximately  79.26%  in 2009.  While  still
slightly under the industry  standard of 80%, the increase  associated  with the
recovery rate translates into approximately 8.6% more finished product utilizing
the same raw product inputs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses for the year ended  December 31,
2009  totaled  $1,936,173,  or  approximately  17.1% of net revenue  compared to
$1,740,050,  or  approximately  15.3% of net revenue for the year ended December
31, 2008, an increase $196,123 or approximately 11.3%.

LOSS FROM OPERATIONS

Loss from operations for the year ended December 31, 2009 totaled $1,530,991, or
approximately  13.5% of net  revenue,  compared  to loss  from  operations  of $
5,861,556, or approximately 51.6% of net revenue for the year ended December 31,
2008, a decrease in loss from operations of $4,330,565 or  approximately  73.9%.
This  improvement  is the result of improved  processes,  product  quality,  and
increased  recovery  rates of raw product,  as a result of plant and  management
improvements in 2009.

OTHER EXPENSES

Other expenses for the year ended December 31, 2009 totaled $5,884,810  compared
to other  expenses  of  $2,100,760  for the year ended  December  31,  2008,  an
increase in other expenses of $3,784,050,  or approximately 180.1%. The increase
in other expenses is primarily the result of carrying a higher loan balance over
the course of the twelve  months ended  December  31, 2009 when  compared to the
twelve months ended 2008. The higher carrying balance is not immediately evident
due to a debt to equity  conversion  which took place on December 31, 2009 which
reduced the loan balance and accrued interest by $13,049,804, for a new total of
$4,258,720 due on the loan.

NET LOSS

Net  loss  for  the  year  ended  December  31,  2009  totaled  $7,415,801,   or
approximately  65.5% of net revenue,  compared to a net loss of  $7,962,316,  or
approximately  70.0% of net  revenue for the year ended  December  31,  2008,  a
decrease in net loss of $546,515 or approximately 6.9%.

                              TYREE HOLDINGS CORP.

SEASONALITY

Historically,  Tyree's revenues tend to be lower during the first quarter of the
year as Tyree's customers complete their planning for the upcoming year. Another
contributing  factor to this trend is that the  severe  weather  experienced  in
Tyree's  primary  market area  prohibits  some work from being  performed due to
weather related conditions.  Approximately 30% of Tyree's revenue comes from new

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<PAGE>
capital  investments  of its  customers.  This spending is cyclical and tends to
mirror the condition of the economy.  During normal conditions,  Tyree will need
to draw  from  its  borrowing  base  early  in the  year  and  then pay down the
borrowing  base as the  year  progresses  when it is  able to earn  income.  The
highest  revenue  generation  occurs from late in the second quarter through the
third quarter.

REVOLVING CREDIT AGREEMENT

Tyree  maintains a $15,000,000  revolving  credit  agreement  with Amincor which
expires on January 17, 2013.  Borrowings under this agreement are limited to 70%
of eligible accounts  receivable and the lesser of 50% of eligible  inventory or
$4,000,000.  The balances  outstanding  under this agreement were $4,128,408 and
$5,577,670 as of December 31, 2010 and 2009, respectively. Borrowings under this
agreement are  collateralized  by a first lien security interest in all tangible
and intangible assets owned by Tyree.  Tyree had  approximately  $10,871,000 and
$9,422,000  of unused  amounts  available on the revolving  credit  agreement at
December 31, 2010 and 2009, respectively, subject to borrowing base limitations.
The annual interest rate charged on this loan was  approximately  5% and 16% for
the years ending December 31, 2010 and 2009, respectively.

LIQUIDITY

Tyree  incurred  losses for the year ended  December  31, 2009 of  ($2,614,164).
Tyree  produced an after tax profit of $513,763 for the year ended  December 31,
2010.  In  addition,  Tyree  posted  prior  period gains of $815,305 to Retained
Earnings  in 2010  due to the  change  in  accounting  method  for  construction
projects  from the  Completed  Contract  method to the  Percentage of Completion
method.

During 2010,  management was unsuccessful in obtaining a new credit facility for
use in the growth of Tyree.  Cash  demands on Tyree  were  mitigated  as assumed
liabilities  were reduced by approximately  $942,000,  and the borrowing base by
approximately  $1,449,000.  This was  partially  offset  by the  one-time  costs
associated  with  becoming a  subsidiary  of a public  company of  approximately
$640,000 and an increase of approximately $524,000 in accounts payable.

Management is currently seeking a new asset based lender that will provide a new
credit facility to support the growth of Tyree. Although management is confident
that it will succeed in negotiating a new credit  facility for Tyree,  there are
no  assurances  that  they will be  successful.  Management  believes  they have
sufficient access to working capital to sustain  operations through December 31,
2011.

EXISTING CREDIT FACILITIES

Tyree's  current  revolving  credit  facility  has an  available  credit line of
$2,175,000.  During 2010,  Tyree reduced the total amount due on the facility by
$1,449,000,  however the eligible  collateral also was reduced by  approximately
the same amount. This was a result of improved collections efforts which reduced
the accounts  receivable  balance by $1,403,000 to  approximately  $6,745,000 in
2010 from  approximately  $8,148,000 in 2009.  The existing  credit  facility is
sufficient  to support the existing  business  volume of Tyree,  but growth will
depend on Tyree's ability to increase its working capital,  through a new credit
facility and/or new equity investment.

                                       46
<PAGE>
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NET REVENUE

Net revenue for the year ended December 31, 2010 totaled $53,624,332 compared to
$53,654,956  for the year ended  December  31,  2009,  a decrease  of $30,623 or
approximately  0.1%.  Below is an analysis  of revenue by business  unit for the
years ending December 31, 2010 and December 31, 2009:

             Revenues                         2010                 2009
             --------                      -----------          -----------

    Service and Construction               $33,864,873          $32,959,644
    Environmental, Compliance and
    Engineering                             19,102,598           20,695,312
    Manufacturing / International              656,861                    0
                                           -----------          -----------
    Total                                  $53,624,332          $53,654,956
                                           ===========          ===========

On  January  1,  2010,  Tyree  changed  its  accounting  method on  construction
contracts  from the completed  contract  method to the  percentage-of-completion
method.  This  change of  method  required  a one time  adjustment  to  retained
earnings of  $815,305,  representing  income on  uncompleted  contracts in prior
years   that   would   have   been   recognized   in   prior   years   had   the
percentage-of-completion method been in effect.

COST OF REVENUE

Cost of revenue for the year ended  December  31, 2010  totaled  $42,677,354  or
approximately  79.6% of net  revenue  compared to  $44,234,184,  or 82.4% of net
revenue  for the year ended  December  31,  2009,  a decrease of  $1,556,830  or
approximately  3.5%. The decrease in cost of revenue reflects Tyree's  increased
efforts at improving margin.  The most notable  improvement  occurred within the
Service and  Construction  Business Unit as its gross profit margin for the year
ended  December 31, 2010 was 13.7%  compared to 8.8% for the year ended December
31, 2009.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling,  general and  administrative  expenses for the year ended  December 31,
2010 totaled  $10,539,820,  or  approximately  19.7% of net revenue  compared to
$10,831,583,  or approximately  20.2% of net revenue for the year ended December
31, 2009, a decrease of $291,763 or approximately 2.7%. The decrease in selling,
general and  administrative  costs  during the year ended  December 31, 2010 was
primarily  due to cost  reductions  realized  by  self-insuring  the  employees'
medical plan, resulting in savings of approximately  $155,000,  and management's
focus on reducing  corporate  overhead,  resulting  in savings of  approximately
$732,000.  In addition,  provisions for bad debts  (recovery) for the year ended
December 31, 2010 totaled  ($455,000) or approximately  (0.8%) of net revenue as
compared to a provision for bad debts of $314,198,  or approximately 0.6% of net
revenue  for the year ended  December  31,  2009,  a decrease of  $769,198.  The
decrease in provisions for bad debts during the year ended December 31, 2010 was
primarily  due to  increased  management  emphasis  on  collections  of accounts
receivable  and more careful  analysis of potential  customer  creditworthiness.

                                       47
<PAGE>
Increase in selling,  general and administrative expenses includes penalties and
interest paid to  government  entities for late tax filings and payment of taxes
due in prior years.

INCOME (LOSS) FROM OPERATIONS

Income from operations for the year ended December 31, 2010 totaled $407,159, or
approximately  0.8% of net  revenue,  compared  to the loss from  operations  of
($1,410,811), or approximately (2.6%) of net revenue for the year ended December
31, 2009, an increase in profit from  operations of $1,817,970.  The increase in
income from operations was primarily due to an improvement in operating  margins
of 20.4% in 2010 and 17.6% in 2009,  an  improvement  in managing  the  accounts
receivable and reductions in selling, general and administrative costs.

OTHER INCOME (EXPENSES)

Other income (expenses) for the year ended December 31, 2010 totaled $290,854 as
compared to other income  (expenses) of $(1,203,353) for the year ended December
31, 2009, an increase in other income of  $1,494,207.  The primary  increases in
other income  resulted  from the  settlement of a prior year sales tax liability
for  approximately  $641,000 less than its accrued assumed  liability.  Interest
expense for the year ended  December  31, 2010  totaled  $579,934 as compared to
interest  expense of  $1,203,353,  a decrease  of  $623,419  or 51.8%,  due to a
decrease in the interest  rates from 16.0% to 5.0% and a lower  average  balance
outstanding on Tyree's revolving credit facility.

NET INCOME (LOSS)

Net income for the year ended December 31, 2010 totaled  $513,763  compared to a
net loss of  ($2,614,164)  for the year ended  December 31, 2009, an increase in
net income of  $3,127,927.  The increase in net income was  primarily due to the
factors noted above net of the increase in income taxes of $184,250.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

Note:  The Twelve  Months Ended  December 31, 2008 contains a 2 week stub period
from January 1, 2008 through  January 17, 2008.  The results of  operations  for
this  stub  period  are  not  included  in the  year  ended  December  31,  2008
performance as discussed below.

NET REVENUE

Net revenue for the year ended December 31, 2009 totaled $53,654,956 as compared
to $58,208,639 for the year ended December 31, 2008, a decrease of $4,553,683 or
approximately  7.8%. The decrease is primarily the result of a management  focus
on margin  improvement,  resulting  in a reduction of sales with low margin work
primarily affecting the construction business.

COST OF REVENUE

Cost of revenue for the year ended  December  31, 2009  totaled  $44,234,184  or
approximately  82.4% of net  revenue  compared to  $45,482,278,  or 78.1% of net
revenue  for the year ended  December  31,  2008,  a decrease of  $1,248,094  or
approximately  2.7%.  The  increase  in the total cost of  revenue is  primarily

                                       48
<PAGE>
attributable to the completed  contract method of construction  accounting which
required the  recognition  of lower margin  projects  from prior years that were
completed in 2009

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling,  general and  administrative  expenses for the year ended  December 31,
2009 totaled  $10,831,583,  or  approximately  20.2% of net revenue  compared to
$12,094,130,  or approximately  20.8% of net revenue for the year ended December
31, 2008,  a decrease of  $1,262,547  or  approximately  10.4%.  The decrease in
selling,  general and  administrative  costs during the year ended  December 31,
2009 was primarily due to  management's  focus on reducing  corporate  overhead.
Provisions for bad debts for the year ended  December 31, 2009 totaled  $905,000
or approximately 1.7% of net revenue compared to $590,802, or approximately 1.0%
of net revenue for the year ended  December 31, 2008, an increase of $314,198 or
approximately 53.2%.

INCOME (LOSS) FROM OPERATIONS

Loss from operations for the year ended December 31, 2009 totaled  ($1,410,811),
or approximately (2.6%) of net revenue as compared to the income from operations
of $632,231,  or  approximately  1.1% of net revenue for the year ended December
31, 2008, a decrease in income from operations of $2,043,042.

OTHER EXPENSES

Other  expenses  for the year ended  December  31, 2009  totaled  $1,203,353  as
compared to other expenses of $2,370,695 for the year ended December 31, 2008, a
decrease in other  expenses of $1,167,342 or 49.2% due to a decrease in interest
expense as the result of a reduction of Tyree's debt balance.

NET LOSS

Net loss for the year ended December 31, 2009 totaled  $2,614,164  compared to a
net loss of $1,738,464  for the year ended December 31, 2008, an increase in net
loss of $875,700.

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  financial  statements as of December
31, 2010 and 2009 begin on F-1 of this Annual Report on Form 10-K.

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

None.

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<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 and our Chief Financial
Officer,  has  evaluated  the  effectiveness  of  our  disclosure  controls  and
procedures  as of the end of the period  covered by this  report.  Based on such
evaluation,  and as  discussed  in greater  detail  below,  our Chief  Executive
Officer and Chief  Financial  Officer have concluded  that, as of the end of the
period covered by this report,  our disclosure  controls and procedures were not
effective:

     *    to give  reasonable  assurance  that the  information  required  to be
          disclosed by us in reports that we file under the Securities  Exchange
          Act of 1934 is recorded, processed, summarized and reported within the
          time periods  specified in the  Securities  and Exchange  Commission's
          rules and forms, and

     *    to ensure that  information  required to be  disclosed  in the reports
          that we file or submit  under the  Securities  Exchange Act of 1934 is
          accumulated and communicated to our management,  including our CEO and
          our CFO, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting as defined in Rule 13a-15(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

                                       50
<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, 2010.  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, 2010.

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.

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<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        67    President and Director                      2010
Joseph F. Ingrassia     52    Vice-President, Secretary and Director      2010
Robert L. Olson         67    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 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

                                       52
<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 and a Director of Amincor 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, CHIEF FINANCIAL OFFICER AND DIRECTOR ("CFO")

Mr.  Olson is the  Chief  Financial  Officer  and a  Director  of  Amincor  with
responsibility for financial  projections,  preparation of financial reports and
required schedules and analysis for the Company's  auditors.  In addition to his
work at  Amincor,  since  2006 Mr.  Olson has 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.  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.

Mr. Rice, Mr.  Ingrassia and Mr. Olson will 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. The remaining thirty percent (30%) of their
time will be spent  managing the business  operations  of the Capstone  group of
companies.

            SUBSIDIARY COMPANIES' MANAGEMENT BIOGRAPHICAL INFORMATION

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

RON DANKO, CHIEF EXECUTIVE OFFICER, 73

Mr. Danko has served as Chief  Executive  Officer of Baker's  Pride,  Inc, since
it's inception in October, 2008. Previously,  Mr. Danko served as Vice-President
of Summit Industries Inc., a Sedona, AZ based consulting firm, during which time
he focused on many baking industry  projects.  Mr. Danko was US Agent for Pierre
Herme'  Paris from 2006 to 2007 and was  responsible  for  developing  the famed

                                       53
<PAGE>
French  Patisserie  Chef's  brand in the  United  States.  Mr.  Danko  served as
Vice-President  of  Bakery,  Wegmans  Food  Markets,  Inc.  from 1998  until his
retirement  in 2005.  Prior to that Mr.  Danko  served  as  Director  of  Bakery
Operations, Wegmans Food Markets, Inc. from 1973 to 1998.

ROBERT BROOKHART, PRESIDENT, 57

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
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 EPIC SPORTS INTERNATIONAL, INC. IS MANAGED BY ITS OFFICERS:

JEAN PAUL LUCAS, PRESIDENT, 58

Mr. Lucas has been the President of Epic Sports International,  Inc. since March
2011 and is responsible  for  monitoring  operations  and the  performance,  its
management  team,  execution of the business plan and growth  strategies,  which
includes   identifying   opportunities,   analyzing   acquisition   or  roll  up
opportunities, divestitures and investments. In addition to his position at ESI,
Mr. Lucas is also the Vice-President of Account Management of the Capstone group
of companies.  Mr. Lucas has over 27 years experience in factoring,  asset based
lending,  and trade financing.  Prior to joining the Capstone group of companies
Mr. Lucas served as president of Time & Money,  Inc. where he  administered  the
financing of over 100 domestic and international manufacturers through factoring
and letters of credit.  Mr.  Lucas has also  worked for Bankers  Trust and Chase
Manhattan Bank as a senior credit officer in their factoring division. Mr. Lucas
earned a Bachelor of Science degree from Manhattan College in 1974.

SEAN FROST, VICE-PRESIDENT WESTERN DIVISION, 41

Mr. Frost joined Epic Sports  International,  Inc. in 2002 and is currently  its
Vice-President of Sales Western Division,  where he is responsible for oversight
of the  direction  and  development  of the Volkl Tennis and Boris Becker Tennis
brands.  Prior to ESI, Mr. Frost was the  territory  sales  manager for the Sean
Frost Rep Group in San Diego, California where he managed sales and reintroduced
sporting good brands to the US market. Mr. Frost received his degree in Business
Administration from Mira Costa College, in San Diego, CA in 1992.

                                       54
<PAGE>
BRIAN DILLMAN, VICE-PRESIDENT EASTERN DIVISION, 43

Mr.   Dillman  joined  Epic  Sports   International,   Inc.  in  July  2009.  As
Vice-President   Eastern   Division   he  is   responsible   for   international
distributors,  marketing and Far East sourcing  relationships.  Prior to joining
ESI, Dillman served as the Executive in Residence at Winona Capital  Management.
During his time there,  he analyzed more than 50 companies and conducted the due
diligence  for the Peter  Millar  acquisition,  which  closed  in May 2009.  Mr.
Dillman joined Power Plate in 2006 as the Chief Marketing  Officer and Executive
Vice-President.  In July 2007,  he took on the role of  President of Power Plate
North America,  establishing  distribution networks within the retail, specialty
fitness,  commercial dealer and specialty markets. Prior to joining Power Plate,
Mr. Dillman spent 14 years at Wilson  Sporting Goods and Amer Sports,  where, in
his last role was General Manager of the Global Racquet Sports business.  During
his tenure,  he helped  solidify  Wilson as the #1 Racquet  Sports  Brand in the
world in sales and  profitability.  Mr. Dillman graduated from the University of
Illinois with a Bachelor of Arts degree in Speech Communications in 1990.

THE BUSINESS OF IMPERIA MASONRY SUPPLY CORP. IS MANAGED BY ITS OFFICERS:

DAVID RAYMES, PRESIDENT, 49

Mr. Raymes is the President of IMSC and is  responsible  for business  strategy,
plan  execution  and  turning  around all  aspects of company  performance.  His
responsibilities  also include the  development  of the company's new management
team and strategic acquisitions or roll up opportunities to sustainably grow the
company in the marketplace. Mr. Raymes became President of IMSC in January 2011.
Prior to IMSC,  Mr.  Raymes  was a  Vice-President  with  Kleinfelder,  Inc.  an
international  architectural,  engineering  and  consulting  firm for over eight
years. His responsibilities ranged from strategic acquisition identification and
development,  profit and loss of  business  units  within  Kleinfelder,  and the
growth and  development of key client  accounts in the oil and gas, real estate,
industrial,  commercial and legal industries.  Mr. Raymes received a Bachelor of
Science in Geophysical Engineering from the Colorado School of Mines in 1984.

JANICE PISZCZATOWSKI, CHIEF FINANCIAL OFFICER, 48

Ms.  Piszczatowski  joined IMSC as Chief Financial  Officer in May 2010. She has
more  than 24 years  experience  in the  accounting  and  finance  industry  and
currently assists with operations as well as oversees the finance  department of
ISMC. Ms.  Piszczatowski  is assisting with the  restructuring  of operations in
order to improve  financial,  operational,  and internal controls while boosting
efficiencies. From 2005 to 2010, Ms. Piszczatowski served as controller of Tyree
Holdings Corp. where she managed the finance department.  Prior to joining Tyree
Holdings  Corp.,  Ms.  Piszczatowski  had served in key  accounting  roles while
working for several small to mid-sized public  accounting firms in New York. Ms.
Piszczatowski  received a Bachelor of Arts  degree in  Accounting  from  Adelphi
University in 1985.

                                       55
<PAGE>
THE BUSINESS OF TULARE FROZEN FOODS, LLC IS MANAGED BY ITS OFFICERS:

JAMES E. FIKKERT, PRESIDENT, 58

Mr. Fikkert has been President of Tulare Frozen Foods,  LLC since January,  2008
and of Holdings since December 30, 2008. Mr. Fikkert has an extensive background
in the frozen food business with over 25 years of experience.  Mr. Fikkert has a
strong  background  in corporate,  plant and field  operations,  planning,  team
building, supply chain management, and project management. Prior to his position
at Tulare, Mr. Fikkert held various managerial  positions at The Larsen Company,
Birds Eye Foods,  Inc.,  and Flexo  Solutions,  LLC. until March 2007 and joined
Tulare in October 4, 2007. Mr.  Fikkert  received his Bachelor of Science degree
from the University of Wisconsin in 1974.

DOUGLAS HAGIN, CHIEF FINANCIAL OFFICER, 63

Mr. Hagin was the acting CFO of Tulare on a  consulting  basis from October 2008
to March 1, 2010 at which time he became  Tulare's  fulltime  CFO.  Mr. Hagin is
responsible  for  all  financial  projections  and  assists  in  completing  the
company's monthly financial reports.  In addition,  Mr. Hagin is responsible for
assisting the Tulare's President in the company's strategic  planning.  Prior to
his position at Tulare, Mr. Hagin spent 25 years working in the frozen vegetable
industry in various roles from the  Vice-President of sales at Bellingham Frozen
Foods to a logistics  manager at Birds Eye Frozen Foods, Inc. Mr. Hagin received
his Bachelor of Science degree in Business Administration from the University of
Puget Sound in 1969.

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

RICHARD OSWALD, CHIEF EXECUTIVE OFFICER, 58

Mr. Oswald joined Tyree in March 2008 as President and Chief Operating  Officer.
He assumed the Chief Executive  Officer position in early 2010. Prior to joining
Tyree,  Mr. Oswald spent 33 years with Sunoco,  Inc.  (formerly Sun Oil Company)
and  its  subsidiaries,   in  positions  of  increasing  responsibility  in  its
downstream  retail and  wholesale  distribution  businesses,  where in his final
position,  as Director of  Marketing  Technical  Services,  he managed  Sunoco's
construction,  maintenance, engineering, compliance and environmental activities
for all 1,450 + Sunoco retail gasoline selling  locations in the Northeast.  Mr.
Oswald  earned a Bachelor  of Science  degree in Civil  Engineering  from Drexel
University in 1975. Also, he has an advanced quality certification from Crosby's
Quality College and OSHA emergency  response and incident command  certification
from the SEA Group.

STEVEN TYREE, PRESIDENT AND CHIEF OPERATING OFFICER, 49

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

                                       56
<PAGE>
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, 59

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
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.

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

                                       57
<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, CFO, 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 16(a) 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, 2010.

ITEM 11. EXECUTIVE COMPENSATION

To date,  Messrs.  Rice,  Ingrassia and Olson have not received any compensation
for their  service as  executive  officers  of Amincor.  While Mr.  Lucas is the
President  of  Epic  Sports  International,   Inc.,  he  does  not  receive  any
compensation from Epic Sports  International,  Inc. and is currently compensated
by the  Capstone  group of companies  in his role as  Vice-President  of Account
Management. David Raymes became the President of Imperia Masonry Supply Corp. in
January of 2011,  therefore he received no compensation in the fiscal year ended
December 31, 2010.

The table  below  sets  forth  the  compensation  earned by the Chief  Executive
Officers of Baker's  Pride,  Inc and Tyree  Holdings  Corp. and the President of
Tulare Holdings,  Inc. for the fiscal years ended December 31, 2010 and December
31, 2009.

                                       58
<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>
Ron Danko    2008    $ 65,950     None       None         None         None             None            None        $ 65,950
CEO          2009    $269,418     None       None         None         None             None            None        $269,418
             2010    $269,418     None       None         None         None             None            None        $269,418

James        2008    $145,982     None       None         None         None             None            None        $145,982
Fikkert      2009    $150,000     None       None         None         None             None            None        $150,000
President    2010    $150,000     None       None         None         None             None            None        $150,000

Richard      2008    $206,471     None       None         None         None             None            None        $206,471
Oswald       2009    $339,690     None       None         None         None             None            None        $339,690
CEO          2010    $334,179     None       None         None         None             None            None        $334,179
</TABLE>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDED DECEMBER 31, 2010.

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, Chief Financial Officer
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.

COMPENSATION OF DIRECTORS

There was no  compensation  paid to any  director  during the fiscal  year ended
December 31, 2010.

                                       59
<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 15,  2011 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                        3,194,160                42.71%
     1 Makamah Beach Road
     Fort Salonga, New York 11768

     Joseph F. Ingrassia
     14511 Legends Blvd. N
     Ft. Meyers, Florida  33912              3,194,160                42.71%

     Robert L. Olson
     24 Brook Hill Lane
     Norwalk, CT  06851                         38,000                 0.51%

     All Executive officers and
     Directors as a Group (3 persons)        6,426,320                85.93%

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.

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, which are asset based lenders.

                                       60
<PAGE>
RELATED PARTY TRANSACTIONS

Amincor and BPI 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 BPI an
$850,000  credit line,  with an 18% interest rate,  secured by the assets of BPI
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:

                               2010                 2009                 2008
                            ----------           ----------           ----------

Audit Fees                  $1,516,000           $       --           $       --
Audit-Related Fees             209,000                   --                   --
Tax Fees                       228,000                   --                   --
All Other Fees                      --                   --                   --
                            ----------           ----------           ----------
                            $1,953,000           $       --           $       --
                            ==========           ==========           ==========

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,  2009 and 2008,  the review of our 2010  interim  quarterly
financial  statements  included  in our  Quarterly  Reports  on Form  10-Q,  and
professional  services  provided to us for our Form 10 filings.  Audit fees also
relate to the professional  services rendered in connection to the audits of our
following operating subsidiaries for the years ended December 31, 2009 and 2008:
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 audits of the employee benefits plans of Tyree Holdings Corp.

TAX FEES

Tax fees  relate  to  professional  services  provided  in  connection  with the
preparation  of tax returns of our  following  operating  subsidiaries:  Baker's
Pride,  Inc, Epic Sports  International,  Inc.,  Masonry  Supply  Holding Corp.,
Tulare Holdings, Inc. and Tyree Holdings Corp.

                                       61
<PAGE>
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 year ended  December 31, 2009 and December 31, 2010.  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.

(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.*

3.4          Certificate of Incorporation of Amincor Other Assets, Inc. *

3.5          Certificate of Incorporation of Baker's Pride, Inc. *

3.6          Certificate of  Incorporation  of the Mount Pleasant Street Bakery,
             Inc.*

3.7          Certificate of Incorporation of the Jefferson Street Bakery, Inc.*

3.8          Certificate of Amendment to the Articles of  Incorporation  of Epic
             Sports International, Inc. *

3.9          Certificate of Incorporation of Environmental Holding Corp.*

3.10         Certificate of  Incorporation of  Environmental  Quality  Services,
             Inc. *

3.11         Certificate of Incorporation of Masonry Supply Holding Corp.*

3.12         Certificate of Incorporation of Imperia Masonry Supply Corp.*

                                       62
<PAGE>
3.13         Certificate of Incorporation Tulare Holdings, Inc. *

3.14         Articles of Formation Tulare Frozen Foods, LLC*

3.15         Certificate of Incorporation Tyree Holdings Corp.*

3.16         Certificate of Incorporation Tyree Environmental Corp.*

3.17         Certificate of Incorporation Tyree Equipment Corp.*

3.18         Certificate of Incorporation Tyree Service Corp.*

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)

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)

                                       63
<PAGE>
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*

10.19        License  Agreement,  dated January 1, 2011, by and between Amincor,
             Inc. and Brescia Apparel Corp.*

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.*

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.*

14.1         Code of Ethics*

21           Organizational Chart of Amincor, Inc. and its subsidiaries*

                                       64
<PAGE>
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)

----------
* filed herewith

                                       65
<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 15, 2011


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


Date: April 15, 2011


/s/ Robert L. Olson
---------------------------------------------
By: Robert L. Olson, Chief Financial Officer

BOARD OF DIRECTORS

Date: April 15, 2011


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


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


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

                                       66
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                       AND

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



                                      F-1
<PAGE>
                         AMINCOR, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2010 and 2009
--------------------------------------------------------------------------------


                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-3

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2010 and 2009                F-4

Consolidated Statements of Operations for the Three Years Ended
December 31, 2010                                                           F-6

Consolidated Statements of Shareholders' Equity for the Three
Years Ended December 31, 2010                                               F-7

Statements of Cash Flows for the Three Years Ended December 31, 2010        F-9

Notes to Consolidated Financial Statements                                  F-11


                                      F-2
<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, 2010 and 2009,  and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the three years  ended  December  31,  2010.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility is to report 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 audit 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. An audit includes examining, on a test basis, evidence supporting the
amounts and  disclosures  in the  financial  statements.  An audit also includes
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  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Amincor,  Inc. and Subsidiaries as of December 31, 2010 and 2009 and the results
of their  operations  and their  cash  flows for each of the three  years  ended
December 31, 2010 in conformity with accounting principles generally accepted in
the United States of America.


                                   /s/ ROSEN SEYMOUR SHAPSS MARTIN & COMPANY LLP

New York, New York
April 15, 2011

                                      F-3
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        2010                 2009
                                                     -----------          -----------
<S>                                                  <C>                  <C>
                                  ASSETS

CURRENT ASSETS:
  Cash                                               $ 2,643,000          $   391,000
  Accounts receivable, net of allowance of
   $608,000 and $905,000, respectively                 8,878,000            8,361,000
  Note receivable                                        523,000                   --
  Due from factor - related party                             --            4,640,000
  Due from related party                               1,717,000            1,400,000
  Inventories, net                                     4,469,000            5,711,000
  Costs and estimated earnings in excess
   of billings on uncompleted contracts                  279,000                   --
  Construction in process                                     --            3,857,000
  Prepaid expenses and other current assets              900,000              789,000
                                                     -----------          -----------

      Total current assets                            19,409,000           25,149,000
                                                     -----------          -----------

PROPERTY, PLANT AND EQUIPMENT, NET                    17,470,000            5,678,000

OTHER ASSETS:
  Mortgages receivable                                 6,180,000                   --
  Goodwill                                            15,569,000           15,569,000
  Other intangible assets, net                        14,447,000           16,503,000
  Deferred financing costs, net                          319,000              476,000
  Other assets                                           449,000              367,000
  Assets held for sale                                 6,575,000                   --
                                                     -----------          -----------

      Total other assets                              43,539,000           32,915,000
                                                     -----------          -----------

Total assets                                         $80,418,000          $63,742,000
                                                     ===========          ===========
</TABLE>


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

                                      F-4
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     2010                   2009
                                                                 ------------           ------------
<S>                                                              <C>                  <C>


                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                               $ 12,214,000           $  9,615,000
  Assumed liabilities - current portion                             2,481,000              3,983,000
  Accrued expenses and other current liabilities                    4,307,000              3,255,000
  Loans payable to related party                                      714,000             13,451,000
  Notes payable - current portion                                     418,000                440,000
  Capital lease obligations - current portion                         254,000                139,000
  Billings in excess of costs and estimated earnings
   on uncompleted contracts                                           537,000                     --
  Billings on construction                                                 --              5,917,000
  Due to officer / shareholder                                        207,000                160,000
                                                                 ------------           ------------

      Total current liabilities                                    21,132,000             36,960,000
                                                                 ------------           ------------
LONG-TERM LIABILITIES:
  Assumed liabilities - net of current portion                         28,000                299,000
  Capital lease obligations - net of current portion                  638,000                303,000
  Notes payable - net of current portion                            1,643,000              1,535,000
  Other long-term liabilities                                          33,000                 98,000
                                                                 ------------           ------------

      Total long-term liabilities                                   2,342,000              2,235,000
                                                                 ------------           ------------

      Total liabilities                                            23,474,000             39,195,000
                                                                 ------------           ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  AMINCOR SHAREHOLDERS' EQUITY:
    Convertible preferred stock, $0.001 par value per share;
     3,000,000 authorized, 1,752,823 issued and outstanding             2,000                     --
    Common stock - class A; $0.001 par value; 22,000,000
     authorized, 7,478,409 issued and oustanding                        7,000                     --
    Common stock - class B; $0.001 par value; 40,000,000
     authorized, 21,176,262 issued and oustanding                      21,000                 14,000
    Additional paid-in capital                                     88,250,000             48,957,000
    Accumulated deficit                                           (29,857,000)           (23,129,000)
                                                                 ------------           ------------

      Total Amincor shareholders' equity                           58,423,000             25,842,000
                                                                 ------------           ------------

Non-controlling interest equity                                    (1,479,000)            (1,295,000)
                                                                 ------------           ------------
      Total shareholders' equity                                   56,944,000             24,547,000
                                                                 ------------           ------------

      Total liabilities and shareholders' equity                 $ 80,418,000           $ 63,742,000
                                                                 ============           ============
</TABLE>

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

                                      F-5
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Years Ended December 31, 2010
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                2010                2009                2008
                                                            ------------        ------------        ------------
<S>                                                         <C>                 <C>                 <C>
NET REVENUES                                                $ 86,060,000        $ 82,129,000        $ 73,045,000

COST OF REVENUES                                              68,515,000          66,962,000          63,974,000
                                                            ------------        ------------        ------------

      Gross profit                                            17,545,000          15,167,000           9,071,000

SELLING, GENERAL AND ADMINISTRATIVE                           24,012,000          19,503,000          15,387,000
                                                            ------------        ------------        ------------

      Loss from operations                                    (6,467,000)         (4,336,000)         (6,316,000)

OTHER EXPENSE (INCOME):
  Interest expense, net                                        2,050,000           8,787,000           4,995,000
  Other income                                                  (974,000)            (77,000)             (2,000)
                                                            ------------        ------------        ------------
      Total other expenses (income)                            1,076,000           8,710,000           4,993,000
                                                            ------------        ------------        ------------

Loss before provision for income taxes                        (7,543,000)        (13,046,000)        (11,309,000)

Provision for income taxes                                       184,000                  --                  --
                                                            ------------        ------------        ------------

Net loss                                                      (7,727,000)        (13,046,000)        (11,309,000)
                                                            ------------        ------------        ------------

Net loss attributable to non-controlling interests              (271,000)           (726,000)           (569,000)
                                                            ------------        ------------        ------------

Net loss attributable to Amincor shareholders               $ (7,456,000)       $(12,320,000)       $(10,740,000)
                                                            ============        ============        ============

LOSS PER SHARE - BASIC AND DILUTED
  Net loss attributable to Amincor shareholders             $      (0.26)       $      (0.87)       $      (0.76)
                                                            ============        ============        ============

  Weighted average shares outstanding - basic and diluted     29,054,908          14,126,820          14,126,820
                                                            ============        ============        ============
</TABLE>


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

                                      F-6
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended December 31, 2010
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Amincor, Inc. and Subsidiaries
                                      -----------------------------------------------------------------------------
                                         Convertible                Common Stock -                 Common Stock -
                                       Preferred Stock                 Class A                        Class B
                                      ------------------        ---------------------           -------------------
                                      Shares      Amount        Shares         Amount           Shares       Amount
                                      ------      ------        ------         ------           ------       ------
<S>                                 <C>         <C>          <C>              <C>            <C>            <C>
Balance at January 1, 2008                --      $   --      14,126,820       $14,000              --      $    --

Acquisition of businesses
 by the Capstone Funds                    --          --              --            --              --           --
Net loss                                  --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at December 31, 2008              --          --      14,126,820        14,000              --           --

Acquisition of businesses
 by the Capstone Funds                    --          --              --            --              --           --
Conversion of loans from
 related parties                          --          --              --            --              --           --
Net loss                                  --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at December 31, 2009              --          --      14,126,820        14,000              --           --

Prior period adjustment                   --          --              --            --              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Balance at December 31, 2009,
 as restated                              --          --      14,126,820        14,000              --           --
                                  ----------      ------      ----------       -------      ----------      -------
Issuance of preferred and
 common stock to investors
 in the limited partnerships
 that were lenders to the
 predecessor business of the
 Company's subsidiaries            1,752,823       2,000              --            --      21,176,262       21,000

                                  Amincor, Inc. and Subsidiaries
                                  ------------------------------
                                  Additional
                                    Paid-in          Accumulated       Non-controlling       Total
                                    Capital           Deficit            Interest           Equity
                                    -------           -------            --------           ------
Balance at January 1, 2008        $    55,000       $    (69,000)      $        --       $         --

Acquisition of businesses
 by the Capstone Funds             28,976,000                 --                --         28,976,000
Net loss                                   --        (10,740,000)         (569,000)       (11,309,000)
                                  -----------       ------------       -----------       ------------
Balance at December 31, 2008       29,031,000        (10,809,000)         (569,000)        17,667,000

Acquisition of businesses
 by the Capstone Funds              2,761,000                 --                --          2,761,000
Conversion of loans from
 related parties                   17,165,000                 --                --         17,165,000
Net loss                                   --        (12,320,000)         (726,000)       (13,046,000)
                                  -----------       ------------       -----------       ------------
Balance at December 31, 2009       48,957,000        (23,129,000)       (1,295,000)        24,547,000

Prior period adjustment                    --            728,000            87,000            815,000
                                  -----------       ------------       -----------       ------------
Balance at December 31, 2009,
 as restated                       48,957,000        (22,401,000)       (1,208,000)        25,362,000
                                  -----------       ------------       -----------       ------------
Issuance of preferred and
 common stock to investors
 in the limited partnerships
 that were lenders to the
 predecessor business of the
 Company's subsidiaries               (23,000)                --                --                 --
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-7
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended December 31, 2010
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Amincor, Inc. and Subsidiaries
                                      -----------------------------------------------------------------------------
                                         Convertible                Common Stock -                 Common Stock -
                                       Preferred Stock                 Class A                        Class B
                                      ------------------        ---------------------           -------------------
                                      Shares      Amount        Shares         Amount           Shares       Amount
                                      ------      ------        ------         ------           ------       ------
<S>                                 <C>         <C>          <C>              <C>            <C>            <C>
Retirement of common stock to
 achieve parity among investors
 in the limited partnerships
 that were lenders to the
 predecessor businesses of
 the Company's subsidiaries               --          --      (7,056,856)       (7,000)             --           --

Common stock reissued
from above retirements                    --          --         406,845            --              --           --

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

Contribution of assets acquired           --          --              --            --              --           --

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

Balance at December 31, 2010       1,752,823      $2,000       7,478,409       $ 7,000      21,176,262      $21,000
                                  ==========      ======      ==========       =======      ==========      =======

                                  Amincor, Inc. and Subsidiaries
                                  ------------------------------
                                  Additional
                                    Paid-in          Accumulated       Non-controlling       Total
                                    Capital           Deficit            Interest           Equity
                                    -------           -------            --------           ------
Retirement of common stock to
 achieve parity among investors
 in the limited partnerships
 that were lenders to the
 predecessor businesses of
 the Company's subsidiaries             7,000                 --                --                 --

Common stock reissued
from above retirements                     --                 --                --                 --

Issuance of common stock in
share exchange with Tulare
Holdings, Inc.                        332,000                 --                --            332,000

Contribution of real property
 acquired with the purchases
 of the subsidiaries
 businesses                        38,977,000                 --                --         38,977,000

Net loss                                   --         (7,456,000)         (271,000)        (7,727,000)
                                  -----------       ------------       -----------       ------------

Balance at December 31, 2010      $88,250,000       $(29,857,000)      $(1,479,000)      $ 56,944,000
                                  ===========       ============       ===========       ============
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-8
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Years Ended December 31, 2010
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       2010               2009               2008
                                                                   ------------       ------------       ------------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $ (7,727,000)      $(13,046,000)      $(11,309,000)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization of property and equipment          1,553,000            833,000            584,000
     Amortization of intangible assets                                2,056,000          1,955,000          1,266,000
     Amortization of deferred financing cost                            156,000            156,000          1,558,000
     (Gain) loss on sale of equipment                                   (21,000)                --            233,000
     (Recovery of bad debt) / Provision for doubtful accounts          (297,000)           314,000            591,000
  Changes in assets and liabilities:
     Accounts receivable                                              1,391,000            735,000         (1,336,000)
     Due from factor - related party                                  4,640,000           (721,000)        (3,205,000)
     Due from related party                                            (317,000)        (1,400,000)                --
     Inventory                                                        1,242,000            838,000           (473,000)
     Costs and estimated earnings in excess of billings
      on uncompleted contracts                                         (279,000)                --                 --
     Construction in process                                            113,000          3,125,000          2,594,000
     Prepaid expenses and other current assets                         (111,000)            54,000            513,000
     Other assets                                                       (82,000)            44,000           (404,000)
     Accounts payable                                                 2,599,000          1,346,000          3,282,000
     Accrued expenses and other current liabilities                   1,051,000          1,127,000         (1,328,000)
     Billings in excess of costs and estimated earnings
      on uncompleted contracts                                          537,000                 --                 --
     Billings on construction                                        (1,358,000)        (1,591,000)        (4,201,000)
     Other long-term liabilities                                        (64,000)            23,000           (106,000)
                                                                   ------------       ------------       ------------

          Net cash provided by (used in) operations                   5,082,000         (6,208,000)       (11,741,000)
                                                                   ------------       ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired in acquisition                                               --             40,000             17,000
  Purchases of property and equipment                                  (339,000)        (1,941,000)          (966,000)
  Proceeds from sales of equipment                                       38,000                 --             25,000
                                                                   ------------       ------------       ------------

          Net cash used in investing activities                        (301,000)        (1,901,000)          (924,000)
                                                                   ------------       ------------       ------------
</TABLE>

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

                                      F-9
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Years Ended December 31, 2010
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       2010               2009               2008
                                                                   ------------       ------------       ------------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments/proceeds from loans with related parties                (680,000)        11,650,000         18,732,000
  Principal payments of capital lease obligations                      (211,000)                --                 --
  Net proceeds/payments from notes payable                               87,000           (537,000)          (470,000)
  Due to officer / shareholder                                           47,000             28,000            132,000
  Proceeds from issuance of stock                                            --                 --             10,000
  Payments of assumed liabilities                                    (1,772,000)        (2,690,000)        (5,690,000)
                                                                   ------------       ------------       ------------

          Net cash (used in) provided by financing activities        (2,529,000)         8,451,000         12,714,000
                                                                   ------------       ------------       ------------

Increase in cash                                                      2,252,000            342,000             49,000

CASH, beginning of year                                                 391,000             49,000                 --
                                                                   ------------       ------------       ------------

CASH, end of year                                                  $  2,643,000       $    391,000       $     49,000
                                                                   ============       ============       ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest                                                         $    941,000       $  5,547,000       $  2,172,000
                                                                   ============       ============       ============

  Income taxes                                                     $     37,000       $    116,000       $         --
                                                                   ============       ============       ============

NON-CASH INVESTING ACTIVITIES:
  Acquisition of businesses by the Capstone Funds                  $         --       $  2,761,000       $ 28,951,000
                                                                   ============       ============       ============
  Conversion of loans from related parties                         $         --       $ 17,163,000       $         --
                                                                   ============       ============       ============
  Contribution of assest acquired                                  $ 39,293,000       $         --       $         --
                                                                   ============       ============       ============
  Acquisition of equipment by capital lease and notes
   payable                                                         $    661,000       $         --       $         --
                                                                   ============       ============       ============
</TABLE>

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

                                      F-10
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

1. ORGANIZATION AND NATURE OF BUSINESS

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

Amincor  remained  dormant  until  January 2010 at which time it was used by two
limited  partnerships  which  are  related  to each  other by a  common  general
partner. The general partner, Capstone Capital Management,  Inc. ("CCM") entered
into financing  agreements on behalf of Capstone  Cayman  Special  Purpose Fund,
L.P.  ("CCSPF") and Capstone Special Purpose Fund, L.P.  ("CSPF"),  and together
with CCM, CCSPF, collectively,  the "Capstone Funds") transferred the Company to
the limited  partners and creditors of the Capstone  Funds.  In connection  with
such transfers, the Company was assigned all of the right, title and interest of
the debt owed to the Capstone Funds by Capstone Business Credit, LLC ("CBC") and
Capstone  Capital  Group  I,  LLC  ("CCGI"),  which  were  asset  based  lenders
(collectively, the "Lenders"). Subsequently, the Lenders assigned to the Company
their security interests in substantially all of their assets.

As of  12/31/10,  Amincor  operates  the  following  entities as a result of the
assignment of all the right, title and interest of the debt owed to the Lenders:

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

BPI

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

ESI

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

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

MASONRY

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

TULARE HOLDINGS

Tulare prepares frozen  vegetables  (primarily  spinach) from produce  purchased
from growers which are sold to the food service industry under a private label.

                                      F-11
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

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.

The limited  partners of CCSPF and CSPF each became  shareholders of the Company
with the subsequent  acquisitions  of the above  subsidiaries  by the Company in
2010.  The Company's  shares have been  distributed  to the limited  partners in
proportion to their interest in the partnerships.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRESENTATION AND BASIS OF FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America ("GAAP").  These 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,  allowances  for  doubtful
accounts  and  inventory  obsolescence,   estimates  related  to  completion  of
contracts and loss contingencies on particular  uncompleted  contracts,  and the
valuation  allowance on deferred tax assets.  Actual  results  could differ from
those estimates.

REVENUE RECOGNITION

BPI

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

ESI

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

TULARE AND IMSC

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

TYREE

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

Revenue was  recognized  on  fixed-priced  construction  contracts  and modified
fixed-priced  construction  contracts on the completed  contract  method for the
years ended  December 31, 2009 and 2008.  Under the  completed  contract  method
revenues  and costs  from  construction  projects  were  recognized  only when a
project had been  substantially  completed.  Contract  costs included all direct
material,  labor,  equipment and subcontract  costs as well as other job related
costs.  Changes  in  job  performance  and  job  conditions,   contract  penalty
provisions, final contract settlements,  change orders, claims or other contract
revisions  were  recognized at the  completion of the contract.  Provisions  for
estimated losses on uncompleted  contracts were made when it had been determined
that a loss was  probable.  In the event a provision  for  estimated  losses was

                                      F-12
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

deemed  necessary,  the entire  estimated  loss was  recognized in the period in
which the  determination  arose.  The asset  "Construction  in  process"  on the
consolidated balance sheet as of December 31, 2009,  represented the direct cost
on uncompleted  contracts and the liability  "Billings on  construction"  on the
consolidated balance sheet as of December 31, 2009, represented customer billing
on uncompleted contracts.

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

As a result of the change to the percentage-of-completion  method of accounting,
the consolidated balance sheet as of December 31, 2010 reflects an asset account
"Costs and estimated  earnings in excess of billings on uncompleted  contracts,"
which  represents  revenues  recognized in excess of amounts  billed.  Also as a
result of the change to the  percentage-of-completion  method of accounting, the
consolidated balance sheet as of December 31, 2010 reflects a liability account,
"Billing in excess of cost and  estimated  earnings on  uncompleted  contracts,"
which represents billings in excess of revenues recognized.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid financial  instruments purchased with an
original maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

Accounts receivable are recorded net of an allowance for doubtful accounts.  The
credit worthiness of customers are 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
extends unsecured credit to its customers in the ordinary course of business but
mitigates 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.

INVENTORIES

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

PROPERTY, PLANT AND EQUIPMENT

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

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

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

GOODWILL AND INTANGIBLE ASSETS

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

                                      F-13
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

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

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  evaluates the fair value of long-lived assets on an annual basis or
whenever events or changes in  circumstances  indicate that its carrying amounts
may not be recoverable.  Accordingly, any impairment of value is recognized when
the carrying amount of a long-lived  asset exceeds its fair value. No impairment
losses have been recognized.

DEFERRED FINANCING COSTS

Costs  incurred  in  conjunction   with  the  incurrence  of  indebtedness   are
capitalized  and  subsequently  amortized  to interest  expense over the related
period of the obligation using the straight-line  method, which approximates the
effective interest rate method.

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  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.

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. These requirements
became  effective for annual financial  statements  beginning after December 15,
2008 and the Company adopted them as of January 1, 2009.

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 below:

Level 1 -- inputs to the valuation  methodology  are 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 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 as options,  convertible notes and convertible preferred stock, were
exercised or converted into common stock or could  otherwise  cause the issuance
of common stock that then shared in earnings (loss).  Such potential  additional
common  shares are included in the  computation  of diluted  earnings per share.
Diluted loss per share is not computed because any potential  additional  common
shares  would  reduce  the  reported  loss  per  share  and  therefore  have  an
antidilutive effect.

STOCK-BASED COMPENSATION

All  share-based  awards to  employees  are to be  measured  based on their fair
values and  charged to  expenses  over the period  during  which an  employee is
required to provide  service in  exchange  for the award (the  vesting  period).
Employee  share-based  awards under the Company's  Stock  Compensation  Plan 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.

                                      F-14
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

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  $158,000,  $103,000 and
$37,000, for the years ended December 31, 2010, 2009 and 2008, respectively.

3. BUSINESS COMBINATIONS

As discussed above, the Amincor corporate shell company was used by the Capstone
Funds for the purpose of consolidating  the five operating  businesses which are
now subsidiaries, each of which had defaulted under their factoring or financing
agreements.  Those  factoring or financing  agreements  were all made by CBC and
CCGI; therefore, it was and is considered most equitable to the limited partners
of CBC and CCGI to consolidate the business risks associated with each business.
In this way, a diversity of investment risk is achieved.  The consideration paid
by the Capstone Funds to acquire each business was the forgiveness of their debt
under the factoring or financing  agreements with CBC and CCGI. However, in each
case,  the Capstone Funds did not believe that the amount of debt forgiven was a
reasonable indicator of value. The investments made by CBC and CCGI, in the form
of loans, were made in view of the Capstone Fund's assessment of the risk of the
investments.  Such  risks  include  market  risks  that are not  related  to the
underlying  value  supporting the  investment.  Due to the Capstone Funds market
risk assessment, the underlying enterprise value of each of these businesses was
believed to be the best indicator of the fair value of these businesses. In each
case,  the  amounts of the loans  forgiven  exceeded  the  decline in value when
measured as being the difference between the principal amount of those loans and
the underlying enterprise value of each business.  The Company believes that the
additional  loss sustained,  equal to the difference  between the amounts of the
loans forgiven and the enterprise value of each of these businesses,  represents
a decline due to market  factors  that is akin to a decline in the stock  market
value of an  equity  investment.  Therefore,  the  Company  believes  that  that
additional  loss  should be borne by the  Capstone  Funds  investors.  For these
reasons,  the consideration paid for each acquisition is equal to the enterprise
values of each  business.  Such  values  have  been  determined  by  independent
valuation  experts  along with the fair  values of the assets  acquired  and the
liabilities assumed as well as the value of the goodwill for each business.

The Company's  acquisition of each of its  subsidiaries in January 2010 has been
accounted for using the pooling-of-interest  method because the Company and each
of the  subsidiaries  were  under the  common  control  of the  Capstone  Funds.
Therefore,  as required by GAAP for business  combinations  for  entities  under
common control,  the financial statements presented reflect a combination of the
financial  statements for each subsidiary  since it was acquired by the Capstone
Funds.

Each of the Capstone Funds'  acquisitions taking place before December 31, 2008
has been accounted for using the purchase  method as prescribed by GAAP, and, in
accordance with GAAP, the Capstone  Funds' acquisition  which took place after
December 31, 2008 has been accounted for using the acquisition method. Thus, the
acquisitions of the predecessor  businesses of BPI, ESI, Tulare,  and Tyree were
accounted for using the purchase method of accounting,  while the acquisition of
the  predecessor  business of Masonry was  accounted  for using the  acquisition
method of accounting.  The purchase method of accounting required the cost of an
acquisition to be allocated to the individual  assets  acquired and  liabilities
assumed based on their  estimated fair values;  whereas,  under the  acquisition
method,  the  acquirer  must  recognize  the assets  acquired,  the  liabilities
assumed,  and any non-controlling  interest in the acquiree at their acquisition
date their fair values. The purchase method required the acquirer to include the
costs incurred to effect the acquisition in the cost of the  acquisition,  while
those costs are recognized separately under the acquisition method.  Acquisition
costs, such as legal, accounting or consulting fees, of approximately $2,191,000
were incurred in connection  with the  acquisition of the Tyree business and are
included  in the price  allocation,  under the  purchase  method of  accounting.
Acquisition  costs  incurred in connection  with the  acquisitions  of BPI, ESI,
Tulare, and Masonry were negligible.

BPI was  incorporated  by the general  partner of the Capstone Funds and assumed
the business operations of its predecessor company on October 15, 2008. BPI is a
wholly owned subsidiary of Amincor.

ESI's  controlling  equity  interest  was  acquired  by the  Capstone  Funds  on
September 18, 2008 and  subsequently  transferred to the Company.  An 80% voting
interest  in ESI was  acquired  with  the  Company's  purchase  of all of  ESI's
outstanding  shares of Series A Convertible  Preferred  Stock. The remaining 20%
voting  interest is owned by ESI's prior 100%  stockholder,  as evidenced by his
ownership of 100% of ESI's  outstanding  common stock. The fair value of the 20%
voting interest is owned by ESI's prior 100%  stockholder has been determined to
be 20% of the enterprise  value  determined by the above  mentioned  independent
valuation experts.

MASONRY SUPPLY HOLDING CORP. was  incorporated  by the by the general partner of
the Capstone Funds and, on December 31, 2009,  the Company  acquired the assets,
assumed certain  liabilities and began operating the business of its predecessor
company on that date.  MASONRY SUPPLY HOLDING CORP. is a wholly owned subsidiary
of Amincor.

                                      F-15
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

TULARE  HOLDINGS,  INC. was  incorporated by the general partner of the Capstone
Funds and assumed the business  operations of its predecessor company on January
8, 2008. TULARE HOLDINGS, INC. is a wholly owned subsidiary of Amincor.

TYREE  HOLDINGS CORP. was  incorporated  by the general  partner of the Capstone
Funds and acquired the assets and assumed certain liabilities of its predecessor
company in January 2008. TYREE HOLDINGS CORP. assumed the business operations of
its  predecessor  company  on  January  17,  2008.  Tyree  is a  majority  owned
subsidiary of Amincor for which the fair value has been  determined by the above
mentioned independent valuation experts.

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 24 months.
The balance of these assumed liabilities totaled $2,510,000 and $4,282,000 as of
December 31, 2010 and 2009, respectively.

The  consideration  paid and the  acquisition  date fair  values  of the  assets
acquired and liabilities  assumed  related to the  predecessors of the companies
indicated below during the year ended December 31, 2008 are as follows:

<TABLE>
<CAPTION>
                                                  BPI             ESI            Tulare          Tyree           Totals
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Cash, receivables and other current assets    $         --    $  1,139,000    $         --    $  9,462,000    $ 10,601,000
Inventory                                          261,000         974,000         539,000       3,279,000       5,053,000
Construction contract work in progress                  --              --              --       9,575,000       9,575,000
Fixed and other non-current assets                      --          12,000              --       4,530,000       4,542,000
Customer relationship intangible                 7,649,000              --              --       1,328,000       8,977,000
Licenses & patents intangible                           --         553,000              --       3,295,000       3,848,000
Noncompetition agreements                               --              --              --       5,886,000       5,886,000
Goodwill                                         7,771,000         192,000              --       7,576,000      15,539,000
Current liabilities assumed                       (415,000)       (672,000)       (232,000)    (17,533,000)    (18,852,000)
Billings on contract work in progress                   --              --              --     (11,709,000)    (11,709,000)
Deferred revenues                                       --              --              --      (1,403,000)     (1,403,000)
Loans from related parties                              --      (1,345,000)             --              --      (1,345,000)
Other long-term debt                                    --              --              --      (1,637,000)     (1,637,000)
Other non-current liabilities                           --        (106,000)             --              --        (106,000)
                                              ------------    ------------    ------------    ------------    ------------
                                              $ 15,266,000    $    747,000    $    307,000    $ 12,649,000    $ 28,969,000
                                              ============    ============    ============    ============    ============
</TABLE>

The acquisition date fair values of the assets acquired and liabilities  assumed
related to the predecessor of Masonry during the year ended December 31, 2009 is
as follows:

                                                Masonry
                                              -----------
Cash, receivables and other current assets    $   189,000
Inventory                                       1,022,000
Fixed and other non-current assets              2,102,000
Brand name intangible                           1,013,000
Goodwill                                           31,000
Current liabilities assumed                    (1,079,000)
Long-term liabilities                            (442,000)
Other non-current liabilities                     (75,000)
                                              -----------
                                              $ 2,761,000
                                              ===========

The amounts  related to each of the  acquired  companies  revenue  and  earnings
included in the  Company's  consolidated  statement of income for the year ended
December 31, 2008 are indicated below:

                                      F-16
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   ** BPI          ESI            Tulare           Tyree
          Acquisition Date                        10/15/08       9/18/2008       1/8/2008        1/17/2008         Totals
          ----------------                      ------------    ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>             <C>
Actual revenues from acquisition date to
December 31, 2008                               $  2,889,000    $    578,000    $ 11,369,000    $ 58,209,000    $ 73,045,000
Supplemental pro forma revenues from
January 1, 2008 to December 31, 2008            $  2,889,000    $  3,315,000    $ 11,369,000    $ 59,755,000    $ 77,328,000
Actual net loss attributable to Amincor
 stockholders from acquisition date to
 December 31, 2008                              $   (354,000)   $ (1,003,000)   $ (7,962,000)   $ (1,420,000)   $(10,739,000)
Supplemental pro forma net loss attributable
 to Amincor stockholders from
 January 1, 2008 to December 31, 2008           $   (354,000)   $ (2,014,000)   $ (7,962,000)   $ (1,559,000)   $(11,889,000)
</TABLE>

**   The Company was unable to obtain the  revenue and net income  amounts  from
     BPI's  predecessor  company due to the poor  condition  of the  predecessor
     company's books and records.

The  amounts  of  Masonry's  revenue  and  earnings  included  in the  Company's
consolidated  statement of income for the years ended December 31, 2009 and 2008
are indicated below:

                                                  Masonry
          Acquisition Date                       12/31/2009
          ----------------                      -------------
Actual revenues from acquisition date to
 December 31, 2009                              $         --
Supplemental pro forma revenues from
 January 1, 2009 to December 31, 2009           $ 10,127,000
Supplemental pro forma revenue from
 January 1, 2008 to December 31, 2008           $  9,361,000
Actual net loss attributable to Amincor
 stockholders from acquisition date to
 December 31, 2009                              $         --
Supplemental pro forma net loss attributable
 to Amincor stockholders from
 January 1, 2009 to December 31, 2009           $ (9,538,000)
Supplemental pro forma net loss attributable
 to Amincor stockholders from
 January 1, 2008 to December 31, 2008           $ (6,909,000)

4. DUE FROM FACTOR

At December 31, 2009 several of the subsidiaries had factoring agreements with a
related  party,  CBC (also  referred to as the  "Factor").  Under the  factoring
agreements,  eligible  accounts  receivable  were  factored,  the Factor assumed
credit  risks for all  credit-approved  accounts,  and the  subsidiaries  having
factoring  agreements  paid  factoring  fees based on a percentage  of the gross
amount  of  factored   receivables.   The  factoring  agreements  permitted  the
subsidiaries to request advances of up to 80% of factored  accounts subject to a
credit  limit.  From August and October  2010,  the  factoring  agreements  were
assigned to Amincor and since then all necessary accounts  receivable  financing
has been done through intercompany lending.

                                      F-17
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

5. INVENTORIES

Inventories consist of:

     *    baking ingredients,
     *    sporting goods,
     *    masonry supplies, masonry and building materials,
     *    frozen produce and related packaging materials, and
     *    construction and service maintenance parts.

A summary of inventory as of December 31, 2010 and 2009 is below.

                                                   2010                  2009
                                                ----------            ----------
Finished goods                                  $  443,000            $1,543,000
Raw materials                                    3,351,000             3,424,000
Packaging supplies                                 389,000               479,000
Ingredients                                        286,000               265,000
                                                ----------            ----------
                                                $4,469,000            $5,711,000
                                                ==========            ==========

6. PROPERTY, PLANT, AND EQUIPMENT

At December 31, 2010 and 2009 property,  plant,  and equipment  consisted of the
following:

<TABLE>
<CAPTION>
                                          Range of
                                          Estimated
                                        Useful Lives             2010               2009
                                        ------------          -----------        ----------
<S>                                                           <C>                <C>
Land                                     n/a                  $   917,000        $       --
Machinery and equipment                  2 - 10 years          10,045,000         1,653,000
Furniture and fixtures                   5 - 10 years             161,000           136,000
Building and leasehold improvements      10 years               4,726,000         1,314,000
Computer equipment and software          5 - 7 years              730,000           695,000
Construction in progress                 n/a                       57,000            33,000
Vehicles                                 3 - 10 years           3,714,000         3,232,000
                                                              -----------        ----------
                                                               20,350,000         7,063,000
Less accumulated depreciation                                   2,880,000         1,385,000
                                                              -----------        ----------
                                                              $17,470,000        $5,678,000
                                                              ===========        ==========
</TABLE>

Property,  plant, and equipment include items under capital leases of $1,242,000
and  $581,000  as of  December  31,  2010 and  2009,  respectively.  Accumulated
depreciation includes $163,000 and $ 0 related to those items as of December 31,
2010 and 2009, respectively.

Depreciation  and  amortization  expense for the years ended  December 31, 2010,
2009 and 2008 was $1,553,000, $833,000 and $584,000, respectively.

PROPERTY AND EQUIPMENT HELD FOR SALE

The Capstone Funds contributed property and equipment to the Company that it had
received in connection  with defaults under  factoring and financing  agreements
with CBC and  CCGI  that had been the  property  of a  business  other  than the
businesses that are now Amincor  subsidiaries.  Those assets were transferred to
the Company because the Capstone Funds acquired them in the same manner as it

                                      F-18
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

acquired the assets of the other businesses that were acquired; that is, because
of defaults  under  factoring and financing  agreements  with CBC and CCGI. As a
result,  the limited  partners the Capstone  Funds who have become the Company's
stockholders,  retain their  interest in these  assets.  However,  some of these
assets  are not  related  to any  business  operations  conducted  by any of the
Amincor subsidiaries.

Although  this  property  and  equipment  does not  relate  to any  discontinued
operations, it is classified as Asset held for sale in non-current assets on the
accompanying balance sheet and is carried at its fair value net of the estimated
cost to sell it.

7. INTANGIBLE ASSETS

Intangible  assets with finite  useful lives are  amortized  on a  straight-line
basis over the  useful  lives of the assets  and  consist  of the  following  at
December 31, 2010 and 2009:

<TABLE>
<CAPTION>
                                          Range of
                                          Estimated
                                        Useful Lives             2010               2009
                                        ------------          -----------        ----------
<S>                                                           <C>                <C>

Customer relationships                   5 - 10 years         $ 8,977,000        $ 8,977,000
Non-competition agreements               7 years                5,886,000          5,886,000
Licenses and permits                     10.3 years               177,000            177,000
Service contracts                        5.3 years                354,000            354,000
Brand name                               10 years               1,013,000          1,013,000
                                                              -----------        -----------
                                                               16,407,000         16,407,000
Less accumulated depreciation                                   5,256,000          3,200,000
                                                              -----------        -----------
                                                              $11,151,000        $13,207,000
                                                              ===========        ===========
</TABLE>

The above licenses and permits have renewal  provisions  which are generally one
to four years.  At December 31, 2010,  the  weighted-average  period to the next
renewal was thirteen  months.  The costs of renewal are nominal and are expensed
when incurred.  The Company intends to renew all licenses and permits  currently
held.

Amortization  expense for the years ended  December 31, 2010,  2009 and 2008 was
$2,056,000, $1,955,000 and $1,266,000, respectively. Future amortization expense
for intangible assets subject to amortization is as follows:

          Year Ending December 31,
             2011                            $ 2,056,000
             2012                              2,056,000
             2013                              1,802,000
             2014                              1,791,000
             2015                                904,000
          Thereafter                           2,542,000
                                             -----------
                                             $11,151,000
                                             ===========

Goodwill and  $3,296,000 of licenses and permits have an indefinite  useful life
and are not  amortized  but are tested for  impairment  annually.  No impairment
losses have been recognized during the three years ended December 31, 2010.

8. MORTGAGES RECEIVABLE

The Company acquired mortgages from the Capstone Funds in connection with
defaults under financing agreements with CBC. These mortgages were transferred
through assignment to the Company by the Capstone Funds. As a result, the
limited partners of the Capstone Funds, who have become the Company's
stockholders, retain their interest in these assets. The mortgage receivables
represent two notes collateralized by property in Pelham, Manor, New York which
were in the process of foreclosure as of December 31, 2010. The value of the
mortgages was based on the fair value of the collateral, net of the estimated
cost to sell it.

                                      F-19
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

9. TYREE CONTRACTS

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

<TABLE>
<CAPTION>
<S>                                                                                  <C>
At December 31, 2010
  Costs incurred on uncompleted contracts                                            $ 4,073,000
  Estimated earnings                                                                   1,324,000
                                                                                       5,397,000
  Less: Billings to date                                                              (5,655,000)
                                                                                     -----------
                                                                                     $  (258,000)
                                                                                     ===========
Included in accompanying balance sheets under the following captions:
  Costs and estimated earnings in excess of billings on uncompleted contracts        $   279,000
  Billings in excess of costs and estimated earnings on uncompleted contracts           (537,000)
                                                                                     -----------
                                                                                     $  (258,000)
                                                                                     ===========
</TABLE>

10. 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,  principally  bad debt
allowances for accounts receivables,  and depreciation and amortization expenses
for income tax  purposes.  The  provision  for income  taxes for the years ended
December 31, 2010, 2009 and 2008 is below:

                                               Years Ended December 31,
                                    --------------------------------------------
                                      2010              2009              2008
                                    --------          --------          --------
Current:
  Federal                           $     --          $     --          $     --
  States                             184,000                --                --
                                    --------          --------          --------
                                     184,000                --                --
                                    --------          --------          --------
Deferred:
  Federal                                 --                --                --
  States                                  --                --                --
                                    --------          --------          --------
                                          --                --                --
                                    --------          --------          --------
Total provision for income taxes    $184,000          $     --          $     --
                                    ========          ========          ========

Valuation  allowances  have been  established for deferred tax assets based on a
more likely than not threshold.  The Company's  ability to realize  deferred tax
assets depends on the Company's  ability to generate  sufficient  taxable income
within the carryforward  periods provided for in the tax law for each applicable
tax jurisdiction.

                                      F-20
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

The tax effect of temporary differences that give rise to the deferred tax asset
as of December 31, 2010, 2009 and 2008 are presented below:

                                                             December 31,
                                                   -----------------------------
                                                       2010             2009
                                                   ------------     ------------
Deferred tax assets:
  Net operating loss carryforwards                 $  8,991,000     $  5,540,000
  Accounts receivable                                   244,000          397,000
  Inventory                                              68,000           49,000
  Intangible assets                                   1,080,000          774,000
  Contract revenue recognition                               --          326,000
  Accrued expenses and other current liabilities         98,000          275,000
  Property and equipment                                 11,000               --
                                                   ------------     ------------
                                                     10,492,000        7,361,000
Deferred tax liabilites:
  Goodwill                                            1,090,000          654,000
  Intangible assets                                     264,000          176,000
  Property and equipment                                348,000          111,000
                                                   ------------     ------------
Subtotal                                              1,702,000          941,000
Less deferred tax valuation allowance                 8,790,000        6,420,000
                                                   ------------     ------------
Net deferred income tax asset                      $         --     $         --
                                                   ============     ============

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 valuation  allowance if it is determined  that the Company
may not realize some or all of the future tax benefits from 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, 2010,
2009 and 2008:

                                             Years Ended December 31,
                                  ---------------------------------------------
                                      2010             2009            2008
                                  ------------     ------------    ------------
Income tax expense at federal
 statutory rate                   $ (2,267,000)    $ (4,436,000)   $ (1,039,000)
State taxes                           (280,000)        (783,000)       (183,000)
Permanent differences                  361,000         (166,000)        187,000
Change in deferred tax valuation
 allowances                          2,370,000        5,385,000       1,035,000
                                  ------------     ------------    ------------
                                  $    184,000     $         --    $         --
                                  ============     ============    ============

                                      F-21
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

11. LONG-TERM LIABILITIES

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2010 and 2009:

<TABLE>
<CAPTION>
                                                                                       2010             2009
                                                                                    ----------       ----------
<S>                                                                                <C>              <C>
Equipment loans payable,  collateralized  by the assets  purchased,  and bearing
 interest at annual fixed rates  ranging from 8.0% to 15.0% as of December 31,
 2010 and 2009, with principal and interest payable in installments through
 July 2014.                                                                         $  967,000       $1,186,000
Promissory notes payable, with accrued interest, to three former stockholders
 of a predecessor company. These notes are unsecured and are subordinate to
 the Company's senior debt.  The notes mature on December 31, 2012 and bear
 interest at an annual rate of 6.0%.                                                   500,000          500,000
Note payable to a commercial bank.  Payable in monthly installments of
 principal and interest of $6,198 through March 2015.  The annual interest
 rate is 7.25%.                                                                        454,000           63,000
Bank loan payable, with an interest rate of 5.25% per annum and maturing in
 March 2014.                                                                            76,000           89,000
Bank line of credit allowing for borrowings of up to $90,000.  Interest at
 prime plus 4.25% per year.                                                             64,000           77,000
Note payable to a former stockholder of a predecessor company payable in
 monthly installments of principal and interest of $9,709 through July 2010
 with interest at prime plus 1.5% per year.                                                 --           60,000
                                                                                    ----------       ----------
                                                                                     2,061,000        1,975,000
Less current portion                                                                   418,000          440,000
                                                                                    ----------       ----------
                                                                                    $1,643,000       $1,535,000
                                                                                    ==========       ==========
</TABLE>

Future minimum principal payments on long-term debt are below:

        Year Ending December 31,
           2011                               $ 418,000
           2012                                 840,000
           2013                                 373,000
           2014                                 286,000
           2015                                 144,000
                                            -----------
                                            $ 2,061,000
                                            ===========

CAPITAL LEASE OBLIGATIONS

The Company is obligated  under various  capital lease  agreements for machinery
and  equipment.  The terms of the leases have a term of one to five years,  with
effective interest rates that range from 5.0% to 22.7%.

                                      F-22
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

Future minimum lease  payments  under the capital lease  obligations at December
31, 2010 are as follows:

        Year Ending December 31,
           2011                                            $  341,000
           2012                                               326,000
           2013                                               256,000
           2014                                               149,000
                                                            1,072,000
        Less amount representing interest                     180,000
                                                           ----------
                                                           $  892,000
                                                           ==========

12. RELATED PARTY LOANS AND TRANSACTIONS

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

LOANS FROM RELATED PARTIES

Loans from related  parties  consists of the  following at December 31, 2010 and
2009:

<TABLE>
<CAPTION>
                                                                                       2010             2009
                                                                                    -----------      -----------
<S>                                                                                <C>              <C>
Purchase order financing  agreement with CCGI which expires on January 17, 2013
 On August 2, 2010 this agreement was assumed and extended through
 August 2, 2013                                                                     $        --      $ 4,259,000
Revolving credit agreement with CBC which expires on October 18, 2013.  At
 December 31, 2010 the agreement bears interest at 5% per annum                              --        5,578,000
Loans from a related party - non-interest bearing                                            --           10,000
Loans from CBC for rent incurred under operating lease                                       --        3,604,000
Loan and security agreement with Capstone Capital Group, LLC which expires on
 November 1, 2013 bearing interest at 18% per annum.  Maximum borrowing of
 $800,000                                                                               714,000               --
                                                                                    -----------      -----------
      Total loans and amounts payable to related parties                            $   714,000      $13,451,000
                                                                                    ===========      ===========
</TABLE>

Interest  expense  for  these  loans  amounted  to   approximately   $1,598,000,
$8,274,000 and $3,784,000 for the years ended December 31, 2010,  2009 and 2008,
respectively.

RELATED PARTY TRANSACTIONS

Tyree receives consulting services from an entity controlled by the relatives of
certain  stockholders  under a consulting  agreement.  The agreement  expires on
January 18, 2015.  Tyree makes  payments of $16,000 per month during the term of
the  agreement.  As of  December  31,  2010,  Tyree  owes  this  entity  $79,000
representing payments in arrears.

                                      F-23
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

13. EQUITY

STOCK ISSUANCES

Prior to the  acquisition of the  subsidiaries,  the Company  issued  21,176,262
restricted  shares of Class B non-voting  common stock and  1,752,823  shares of
preferred stock to the investors in CCSPF and CSPF as payment-in-kind  for their
interests in the factor and financing loans made to the  predecessor  businesses
of the Amincor  subsidiaries.  Concurrent with these stock issuances,  7,056,856
shares of Class A common stock owned by the  principals of Amincor were retired.
As a result of these share issuances and retirements,  the individual  investors
having  interests  in the factor  and  financing  loans made to the  predecessor
businesses  of the Amincor  subsidiaries  received  proportionate  interests  in
Amincor  equivalent to their  underlying  proportionate  interests in the assets
(primarily loans receivable) the Capstone Funds.

LOSS PER SHARE

The Company had no common stock equivalents that were required to be included in
the earnings per share  computation for the years ended December 31, 2010, 2009,
or 2008.

STOCK-BASED COMPENSATION

On December  31, 2010,  the Board of  Directors  approved the issue and grant 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 an exercise price
of  $2.80.  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.

The  Company  determined  the fair  value of the award  using the Black  Scholes
option  pricing  model  based  on the 5 year  expiration  period  of the  award,
assuming a risk free interest  rate of 5.2% and a stock price  volatility of 27%
based on comparable public companies,  a 0% forfeiture rate, and no common stock
dividends  over the  expected  lives of the option  awards.  All of the  120,799
options to purchase shares of class A common stock were  outstanding at December
31,  2010.  As of December  31,  2010,  the total  compensation  cost related to
nonvested awards not yet recognized is approximately $11,000.

OPTION TO PURCHASE COMMON STOCK OF SUBSIDIARY COMPANY

On October 26,  2010,  concurrently  with the signing of the Samsung  Agreement,
Samsung was given an option to purchase  shares of ESI's  common  stock equal to
10% of the aggregate  number of ESI's shares deemed  outstanding on the exercise
date of October 26, 2010.  The options  have an exercise  price of $80 per share
and expire on December 31, 2014.

                                      F-24
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

14. OPERATING SEGMENTS

Operating  subsidiaries  are  organized  primarily by Amincor and its  operating
subsidiaries into seven operating segments:  (1) Amincor,  (2) Other Assets, (3)
BPI, (4) ESI, (5) IMSC,  (6) Tulare,  and (7) Tyree.  Segment  information is as
follows:

<TABLE>
<CAPTION>
                                                               As of December 31,
                                                      -----------------------------------
                                                          2010                   2009
                                                      ------------           ------------
<S>                                                   <C>                    <C>
TOTAL ASSETS:
  Amincor                                             $  2,454,000           $         --
  Other Assets                                          25,393,000                     --
  BPI                                                   16,215,000             17,863,000
  ESI                                                      606,000              1,997,000
  IMSC                                                   3,683,000              4,357,000
  Tulare                                                 3,065,000              4,588,000
  Tyree                                                 29,002,000             34,937,000
                                                      ------------           ------------
Total assets                                          $ 80,418,000           $ 63,742,000
                                                      ============           ============
TOTAL CAPITAL EXPENDITURES:
  Amincor                                             $         --           $         --
  Other Assets                                                  --                     --
  BPI                                                       62,000                 26,000
  ESI                                                        1,000                 17,000
  IMSC                                                     151,000                     --
  Tulare                                                    92,000                 85,000
  Tyree                                                     33,000              1,813,000
                                                      ------------           ------------
Total capital expenditures                            $    339,000           $  1,941,000
                                                      ============           ============
TOTAL GOODWILL:
  Amincor                                             $         --           $         --
  Other Assets                                                  --                     --
  BPI                                                    7,771,000              7,771,000
  ESI                                                      192,000                192,000
  IMSC                                                      31,000                 31,000
  Tulare                                                        --                     --
  Tyree                                                  7,575,000              7,575,000
                                                      ------------           ------------
Total goodwill                                        $ 15,569,000           $ 15,569,000
                                                      ============           ============

TOTAL INTANGIBLE ASSETS:
  Amincor                                             $         --           $         --
  Other Assets                                                  --                     --
  BPI                                                    5,960,000              6,725,000
  ESI                                                      339,000                423,000
  IMSC                                                     912,000              1,013,000
  Tulare                                                        --                     --
  Tyree                                                  7,236,000              8,342,000
                                                      ------------           ------------
Total intangible assets                               $ 14,447,000           $ 16,503,000
                                                      ============           ============
</TABLE>

                                      F-25
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          As of December 31,
                                                      ----------------------------------------------------------
                                                          2010                   2009                   2008
                                                      ------------           ------------           ------------
<S>                                                   <C>                    <C>                    <C>
NET REVENUES:
  Amincor                                             $         --           $         --           $         --
  Other Assets                                                  --                     --                     --
  BPI                                                   13,292,000             13,346,000              2,889,000
  ESI                                                    3,234,000              3,804,000                578,000
  IMSC                                                   5,835,000                     --                     --
  Tulare                                                10,075,000             11,324,000             11,369,000
  Tyree                                                 53,624,000             53,655,000             58,209,000
                                                      ------------           ------------           ------------
Net revenues                                          $ 86,060,000           $ 82,129,000           $ 73,045,000
                                                      ============           ============           ============

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES:
  Amincor                                             $ (1,481,000)          $         --           $         --
  Other Assets                                             404,000                     --                     --
  BPI                                                     (270,000)              (783,000)              (354,000)
  ESI                                                   (1,683,000)            (2,233,000)            (1,254,000)
  IMSC                                                  (2,493,000)                    --                     --
  Tulare                                                (2,718,000)            (7,416,000)            (7,962,000)
  Tyree                                                    698,000             (2,614,000)            (1,739,000)
                                                      ------------           ------------           ------------
Income (loss) before Provision for Income Taxes       $ (7,543,000)          $(13,046,000)          $(11,309,000)
                                                      ============           ============           ============
DEPRECIATION OF PROPERTY AND EQUIPMENT:
  Amincor                                             $         --           $         --           $         --
  Other Assets                                             247,000                     --                     --
  BPI                                                        4,000                  1,000                     --
  ESI                                                        4,000                  5,000                  1,000
  IMSC                                                     261,000                     --                     --
  Tulare                                                   110,000                 94,000                 44,000
  Tyree                                                    927,000                733,000                539,000
                                                      ------------           ------------           ------------
Total depreciation of property and equipment          $  1,553,000           $    833,000           $    584,000
                                                      ============           ============           ============
AMORTIZATION OF INTANGIBLE ASSETS:
  Amincor                                             $         --           $         --           $         --
  Other Assets                                                  --                     --                     --
  BPI                                                      765,000                765,000                160,000
  ESI                                                       84,000                 84,000                 46,000
  IMSC                                                     101,000                     --                     --
  Tulare                                                        --                     --                     --
  Tyree                                                  1,106,000              1,106,000              1,060,000
                                                      ------------           ------------           ------------
Total amortization of intangible assets               $  2,056,000           $  1,955,000           $  1,266,000
                                                      ============           ============           ============

INTEREST (INCOME) EXPENSE:
  Amincor                                             $   (489,000)          $         --           $         --
  Other Assets                                                  --                     --                     --
  BPI                                                      579,000                732,000                 76,000
  ESI                                                      170,000                967,000                448,000
  IMSC                                                     365,000                     --                     --
  Tulare                                                   845,000              5,885,000              2,101,000
  Tyree                                                    580,000              1,203,000              2,370,000
                                                      ------------           ------------           ------------
Total interest expense, net                           $  2,050,000           $  8,787,000           $  4,995,000
                                                      ============           ============           ============
</TABLE>

                                      F-26
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

15. COMMITMENTS AND CONTINGENCIES

WARRANTY RESERVE

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 the Tyree's work.  Warranty related cost experienced by the
Tyree typically  consists of minor  adjustments or calibration  work.  Tyree has
accrued  $100,000  and $53,000 at December 31, 2010 and 2009,  respectively  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  2014.  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.

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 $22,000 and $23,000 as
of  December  31,  2010 and  2009,  respectively  which  are  included  in other
liabilities.

Rent expense totaled $3,551,000,  $4,277,000, and $3,138,000 for the years ended
December 31, 2010,  2009 and 2008,  respectively,  which includes  related party
rent of $2,374,000,  $3,129,000, and $2,000,000 for the years ended December 31,
2010, 2009 and 2008, respectively.

At December 31, 2010, the future minimum lease commitments under  non-cancelable
operating leases, including leases with related parties, are as follows:


        Year Ending December 31,
           2011                               $ 473,000
           2012                                 247,000
           2013                                 178,000
           2014                                  57,000
                                              ---------
                                              $ 955,000
                                              =========

EMPLOYMENT AGREEMENTS

The  Chief  Executive  Officer  ("CEO")  of  Tyree  entered  into an  employment
agreement for the period  commencing on March 3, 2008 and ending on December 31,
2012.  The CEO  agreement  provides  for annual  compensation  of $240,000  plus
certain other  benefits.  The CEO's annual  compensation  will increase by 3% on
each  anniversary of the term. The bonus for each year will be up to 100% of the
annual  compensation,  provided  that Tyree  meets all of the annual  objectives
established by the Board of Directors.

The Chief  Operating  Officer  and  President  ("COO")  and the Vice  President,
Business Development ("VP") of Tyree each entered into employment agreements for
the period  commencing on January 17, 2008 and ending on December 31, 2012.  The
COO and VP agreements  provide for annual  compensation of $320,000 plus certain
other  benefits.  The COO's and VP's annual  compensation  may be reduced at the
discretion of the Board of Directors in the event that Tyree's  Earnings  Before
Interest,  Taxes,  Depreciation,  and Amortization  ("EBITDA") is 80% or less of
budgeted  amounts for the  period.  The bonus for each year will be no less than
$100,000 provided that Tyree meets all of the annual  objectives  established by
the Board of Directors.

Each of these officers entered into a non-competition agreement for the terms of
the  officer's   employment  and  for  a  period  subsequent  to  the  officer's
termination of two years.

The minimum base compensation  commitments under these Employment Agreements are
approximately:

        Year Ending December 31,
           2011                               $  880,000
           2012                                  880,000
                                              ----------
                                              $1,760,000
                                              ==========

                                      F-27
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

LICENSING AGREEMENTS

On October 1, 2008, the ESI entered in to a five-year  licensing  agreement with
Volkl GmbH with the option to renew for two additional five-year periods.  Under
the agreement,  the Company has the right to sell merchandise under the licensed
name worldwide without any  restrictions.  In exchange for the right to sell the
licensed merchandise,  the Company is to pay royalty fees in the amount of 2.5%,
5.0%,  and 7.0% of net sales  during years one,  two, and three and  thereafter,
respectively.

Minimum royalty payments under the agreement are as follows:


                                   Amount       Exchange Rate         Amount
Year Ending December 31,         (in Euros)       (12/31/10)       (in Dollars)
------------------------         ----------       ----------       ------------
   2011                       (euro) 200,000        1.3292          $  266,000
   2012                              256,000        1.3292             340,000
   2013                              303,000        1.3292             403,000
                                     -------                        ----------
                              (euro) 759,000                        $1,009,000
                                     =======                        ==========

On January 1, 2009, the ESI entered in to a three-year  licensing agreement with
Boris  Becker & Co.  Under the  agreement,  the ESI has the right to sell tennis
rackets,  tennis bags, and tennis  accessories  worldwide (with the exception of
China) under the licensed  name.  In exchange for the right to sell the licensed
merchandise,  ESI is to pay royalty fees of 5.0% of net sales during the term of
the agreement.

During the years ended  December 31, 2010,  2009 and 2008 royalty  expense under
both agreements amounted to $207,000, $112,000, and $0, respectively.

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 chose either a traditional pre-tax salary deferral plan
or a Roth after-tax  deferral plan. BPI does not make matching or  discretionary
contributions.

IMSC

IMSC sponsors a profit sharing plan (the "IMSC Plan") pursuant to Section 401(k)
of the Internal Revenue Code (the "Code", whereby participants can contribute up
to 12% of their compensation, but not in excess of the maximum allowed under the
Code. IMSC's may make discretionary matching contributions; however, no matching
contribution was made for the year ended December 31, 2010.

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, 2010, 2009 and 2008.

Tyree has  collective  bargaining  agreements  with certain labor unions.  These
agreements  expire at varying dates  through April 30, 2012. In accordance  with
its   collective   bargaining   agreements,   Tyree   participates   in  several
multi-employer  pension plans. These plans provide benefits to substantially all
union employees.  Payments made under these plans were  $2,153,000,  $1,620,000,
and  $2,014,000  for  the  years  ended  December  31,  2010,   2009  and  2008,
respectively.  Tyree funds these plans on a monthly basis in accordance with the
provisions of the negotiated labor contracts.

                                      F-28
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

CONTINGENCIES

LEGAL PROCEEDINGS

TYREE

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

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

IMSC

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

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

CONCENTRATIONS OF CREDIT RISK

CASH

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, 2010 and 2009, the Company's cash balances did not exceed the FDIC insurance
limit.

MAJOR CUSTOMERS

Two customers accounted for approximately  $36,500,000 or 42% and $35,900,000 or
39% of the  consolidated  gross sales for the years ended  December 31, 2010 and
2009, respectively.  One customer accounted for approximately $29,700,000 or 34%
of the consolidated gross sales for the year ended December 31, 2008.

16. LIQUIDITY MATTERS

Since the beginning of the recession in 2008,  the Company has not borrowed from
any bank,  finance  company,  other  unrelated  lender and has not  received any
private equity financing.  Since that time,  internally generated operating cash
flows  have  been   sufficient   to  meet  the  Company's   business   operating
requirements.  However, operating cash flows have not been sufficient to finance
capital  improvements  or provide funds for the  substantial  marketing  efforts
necessary for growing the businesses. For example, an outlay of about $2,000,000
is required to complete the frozen donut line for BPI and another  $1,500,000 is
required to overhaul  Masonry's  Block  Plant.  In  addition,  Tyree is ready to
expand by entering new geographic areas.

                                      F-29
<PAGE>
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
--------------------------------------------------------------------------------

In 2011,  management  expects to mortgage the property occupied by Tulare Frozen
Foods in Lindsay,  CA for  $2,000,000  and also  expects to receive a $7,000,000
USDA guaranteed loan for BPI in Burlington, IA.

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

Management  believes  that,  even without the addition of the capital from loans
and stock sales, that the Company will be able to generate sufficient cash flows
through December 31, 2011.

16.  SUBSEQUENT EVENTS

On January 3, 2011, the Company  acquired all of the business assets and assumed
certain liabilities of Environmental  Testing  Laboratories,  Inc., a company in
the  business  of  providing   environmental  testing  and  laboratory  services
(collectively,  the "ETL Business"),  in exchange for the forgiveness of debt by
the former  owner.  Concurrently,  the  Company  assigned  the ETL  Business  to
Environmental Quality Services,  Inc., a Delaware  corporation,  wholly-owned by
Environmental Holding Corp., which is wholly-owned subsidiary of the Company.

The  Company  had  no  additional   significant   subsequent   events  requiring
disclosure.


                                      F-30