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

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to
                                 -----------------------------------------------

Commission File Number :           333-112111
                          ------------------------------------------------------


                                  Zhongpin Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                 54-2100419
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)



21 Changshe Road, Changge City, Henan Province, The People's Republic of China
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


                               011 86 374-6216633
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
--------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)


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

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

Large accelerated filer ___   Accelerate filer ___   Non-accelerated filer  _X_

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). YES___  NO _X_

     As of May 1, 2006,  11,752,568 shares of the registrant's common stock, and
6,900,000 shares of the registrant's  Series A preferred stock,  each such share
convertible into one share of the registrant's common stock, were outstanding.

<PAGE>

                                  ZHONGPIN INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION                                                                          PAGE
<S>        <C>                                                                                             <C>
           Item 1.    Unaudited Financial Statements:

                      Consolidated Balance Sheets as of March 31, 2006 (unaudited)
                           and December 31, 2005 .......................................................    4

                      Consolidated Statements of Operations and Comprehensive Income (unaudited)
                           for the three months ended March 31, 2006 and 2005 ..........................    5

                      Consolidated Statement of Changes in Stockholders' Equity for the
                           three months ended March 31, 2006 (unaudited) ...............................    6

                      Consolidated Statements of Cash Flows (unaudited) for the three months
                           ended March 31, 2006 and 2005 ...............................................    7

                      Notes to Consolidated Financial Statements (unaudited) ...........................    8

           Item 2.    Management's Discussion and Analysis of Financial Condition
                           and Results of Operations ...................................................   19

           Item 3.    Quantitative and Qualitative Disclosures About Market Risk .......................   23

           Item 4.    Controls and Procedures ..........................................................   24

PART II    OTHER INFORMATION

           Item 1.    Legal Proceedings ................................................................   25


           Item 1A.   Risk Factors .....................................................................   25

           Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds ......................   25

           Item 3.    Defaults Upon Senior Securities ..................................................   25

           Item 4.    Submission of Matters to a Vote of Security Holders ..............................   25

           Item 5.    Other Information ................................................................   25

           Item 6.    Exhibits .........................................................................   25

SIGNATURES .............................................................................................   26
</TABLE>

                                       i
<PAGE>

                                  ZHONGPIN INC.

                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

         The accompanying unaudited  consolidated balance sheets,  statements of
operations and comprehensive  income, of changes in stockholders' equity, and of
cash flows and related notes  thereto,  have been  prepared in  accordance  with
generally  accepted   accounting   principles  ("GAAP")  for  interim  financial
information and in conjunction  with the rules and regulations of the Securities
and Exchange  Commission  ("SEC").  Accordingly,  they do not include all of the
disclosures  required by GAAP for complete financial  statements.  The financial
statements  reflect  all  adjustments  consisting  only  of  normal,   recurring
adjustments,  which are,  in the  opinion of  management,  necessary  for a fair
presentation for the interim periods.

         The aforementioned  financial  statements should be read in conjunction
with the  notes to the  aforementioned  financial  statements  and  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K,  as  amended,  for the  transition  period  from June 30,  2005 to
December 31, 2005.

         The results of  operations  for the three month periods ended March 31,
2006 are not necessarily indicative of the results to be expected for the entire
fiscal year or any other period.


<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
         (AMOUNTS IN U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                      MARCH 31 2006      DECEMBER 31 2005

<S>                                                                                   <C>                  <C>
                                       ASSETS
Current assets
   Cash and cash equivalents                                                          $ 17,885,950         $ 10,142,394
   Accounts receivable and other receivables                                            15,181,701           10,002,918
   Purchase deposits                                                                       142,279              220,836
   Prepaid expenses and deferred charges                                                    94,364               99,009
   Inventories                                                                           4,712,066            2,347,312
   Tax refund receivables                                                                  151,329              644,232

Total current assets                                                                    38,167,690           23,456,701
                                                                                     -----------------------------------


Property, plant and equipment(net)                                                      10,277,015           10,212,848

Related party receivables                                                                  269,427              267,658
Other receivable                                                                           653,232              632,063
Construction contracts                                                                  20,657,103           16,931,178
Intangible assets                                                                        1,754,697            1,753,124
                                                                                     -----------------------------------

Total assets                                                                          $ 71,779,164         $ 53,253,572
                                                                                     ===================================

                               LIABILITIES AND EQUITY

Current liabilities
   Bank overdraft                                                                     $          -         $    619,579
   Accounts payable and other payables                                                   7,160,488           10,278,464
   Accrued liabilities                                                                     116,018              759,420
   Short term loans payable                                                             15,093,781           18,995,853
   Taxes payable                                                                         2,174,462            2,055,925
   Deposits from clients                                                                   849,034              769,398
   Research and development grants payable                                               2,451,261            2,436,804
   Long term loans payable-current portion                                                 146,657              145,671
   Payroll payable                                                                         211,526                    0
   Welfare payable                                                                         544,720                    0
Total current liabilities                                                               28,747,947           36,061,114
                                                                                     -----------------------------------

Long term loans payable                                                                  2,265,670            2,264,448

Total liabilities                                                                       31,013,617           38,325,562
                                                                                     -----------------------------------

Minority interest                                                                          422,462              411,742

Equity
   Preferred stock par value $0.001;10,000,000 authorized; 6,900,000 shares issued
and outstanding                                                                              6,900                    0
   Common stock par value $0.001; 25,000,000 authorized; 11,752,578 shares issued
and outstanding                                                                             11,753               11,753
   Additional paid in capital                                                           25,206,736            2,102,933
   Retained earnings                                                                    14,672,798           12,097,834
   Accumulated other comprehensive income                                                  444,898              303,748
Total equity                                                                            40,343,085           14,516,268
                                                                                     -----------------------------------

Total liabilities and equity                                                          $ 71,779,164         $ 53,253,572
                                                                                     ===================================
</TABLE>


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

                                       2
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
         (AMOUNTS IN U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED           THREE MONTHS ENDED
                                                                        MARCH 31, 2006               MARCH 31, 2005
<S>                                                                        <C>                         <C>
Revenues
   Sales revenues                                                          $30,493,507                 $ 14,405,129
   Cost of  sales                                                           25,914,155                   11,808,779
      Gross profit                                                           4,579,352                    2,596,350
                                                         -----------------------------------------------------------

Operating expenses
    General and administrative expenses                                        899,024                      223,649
    Operating expenses                                                         804,146                      365,359
        Total operating expenses                                             1,703,170                      589,008

Income from operations                                                       2,876,182                    2,007,342
                                                         -----------------------------------------------------------

Other income (expense)
    Interest income                                                             95,690                       48,905
    Other  income                                                               12,392                       14,674
    Allowances income                                                          113,184                       38,647
    Exchange gain                                                               13,709                     (11,173)
    Interest expense                                                         (380,228)                     -349,750
       Total other income (expense)                                          (145,253)                    (258,697)
                                                         -----------------------------------------------------------

Net income before taxes                                                      2,730,929                    1,748,645
Provision for income taxes                                                     145,245                            -

Net income after taxes                                                       2,585,684                    1,748,645
Minority interest                                                               10,720                       12,254
                                                         -----------------------------------------------------------

Net income                                                                   2,574,964                    1,736,391
                                                         ===========================================================


Foreign currency translation adjustment                                        141,150                            -
                                                         -----------------------------------------------------------
Comprehensive income                                                       $ 2,716,114                 $  1,736,391

                                                         ===========================================================

Basic earnings per common share                                                 $ 0.14                       $ 0.09
Diluted earnings per common share                                               $ 0.12                       $ 0.08
Basic weighted average shares outstanding                                   18,652,578                   18,652,578
Diluted weighted average shares outstanding                                 22,102,578                   22,102,578
</TABLE>


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

                                       3
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      (Amounts in U.S. dollars) (unaudited)

<TABLE>
<CAPTION>


                                                                Preferred Stock                    Common Stock
                                                            Shares          Par value        Shares              Par value
                                                           ---------        ---------     ------------          -----------

<S>                                                        <C>               <C>            <C>                 <C>
Balance at January 1, 2003                                         -         $      -                1          $ 1,816,425

Net income for the year                                                             -                                     -
Dividends paid                                                     -                -                -                    -
                                                           ---------         --------     ------------          -----------
Balance December 31, 2003                                          -                -                1            1,816,425

Net income for the year                                            -                -                -                    -
                                                           ---------         --------     ------------          -----------

Balance December 31, 2004                                          -                -                1            1,816,425

Merger on May 20, 2005                                             -                -                -              115,942

Recapitalization on September  15, 2005                            -                -            9,999           (1,922,367)

Net income for the year

Foreign currency translation adjustment                            -                -                -                    -
                                                           ---------         --------     ------------          -----------
Balance December 31, 2005                                          -                -           10,000               10,000

Items applied retroactively:

Recapitalization on January 30, 2006                                                       415,432,354              405,442

Reverse stock split on February 16, 2006 (1:35.349)                -                -     (403,689,776)            (403,689)
                                                           ---------         --------     ------------          -----------

Restated December 31, 2005                                         -         $      -       11,752,578          $    11,753

Increase in Preferred Stock on January 31, 2006           6,900,000             6,900

Net income for the period
Increase in additional paid in capital on
January 31, 2006

Foreign currency translation adjustment
                                                       ---------------------------------------------------------------------
Balance March 31, 2006                                     6,900,000         $  6,900       11,752,578          $    11,753
                                                       =====================================================================


<CAPTION>
                                                                                                  Accumulated
                                                            Additional                               Other
                                                             Paid In               Retained      Comprehensive
                                                             Capital               Earnings          Income                Total
                                                          -------------         -------------    -------------        -------------

<S>                                                       <C>                   <C>                <C>                <C>
Balance at January 1, 2003                                $     182,319         $   1,935,634      $        -         $   3,934,378

Net income for the year                                               -             1,536,272                             1,536,272
Dividends paid                                                        -               (56,392)              -               (56,392)
                                                          -------------         -------------      ----------         -------------
Balance December 31, 2003                                       182,319             3,415,514               -             5,414,258

Net income for the year                                               -             2,768,473               -             2,768,473
                                                          -------------         -------------      ----------         -------------

Balance December 31, 2004                                       182,319             6,183,987               -             8,182,731

Merger on May 20, 2005                                                                                                      115,942

Recapitalization on September  15, 2005                       1,922,367                                                           -

Net income for the year                                                             5,913,847                             5,913,847

Foreign currency translation adjustment                               -                     -         303,748               303,748
                                                          -------------         -------------      ----------         -------------
Balance December 31, 2005                                     2,104,686            12,097,834         303,748            14,516,268

Items applied retroactively:

Recapitalization on January 30, 2006                           (405,442)                                                          -

Reverse stock split on February 16, 2006 (1:35.349)             403,689                     -               -                     -
                                                          -------------         -------------      ----------         -------------

Restated December 31, 2005                                $   2,102,933         $  12,097,834      $  303,748         $  14,516,268

Increase in Preferred Stock on January 31, 2006                                                                        $  23,110,703

Net income for the period                                    23,103,803             2,574,964                             2,574,964

Foreign currency translation adjustment                                                               141,150               141,150
                                                      -----------------------------------------------------------------------------
Balance March 31, 2006                                    $  25,206,736         $  14,672,798      $  444,898         $  40,343,085
                                                      =============================================================================
</TABLE>


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

                                       4
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (AMOUNTS IN U.S. DOLLARS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Three months ended March 31,
                                                                        -----------------------------------
                                                                             2006                   2005
                                                                             ----                   ----
<S>                                                                      <C>                   <C>
Cash flows from operating activities:
Net income                                                               $  2,574,964          $  1,736,391
Adjustments to reconcile net income to net cash
  provided by (used in) operations:
Minority interest                                                              10,720                12,254
Depreciation                                                                  145,734               142,562
Amortization                                                                   10,017                 9,363

Changes in operating assets and liabilities:
Accounts receivable and other receivables                                  (5,180,997)           (1,676,904)
Purchase deposits                                                              78,557               (22,872)
Prepaid expense and deferred charges                                            4,645              (104,612)
Inventories                                                                (2,364,754)               (4,577)
Tax refunds receivable                                                        492,903
Accounts payable and accrued liabilities                                    1,084,766               450,322
Taxes payable                                                                 118,537               180,057
Deposits from clients                                                          79,636               258,393
                                                                         ------------          ------------
Net cash provided by (used in) operating activities                        (2,945,272)              980,377

Cash flows from investing activities:
Construction in progress                                                   (3,725,926)               21,183
Additions to fixed assets                                                    (236,210)             (337,974)
                                                                         ------------          ------------
Net cash used in investing activities                                      (3,962,136)             (316,791)

Cash flows from financing activities:
Repayment of bank overdraft                                                  (619,579)                    -
Proceeds from short-term loans                                                      -             3,164,632
Repayment of short-term loans                                              (7,976,527)
Proceeds from preferred stock, net of costs of issuance of
$4,489,297                                                                 23,110,703
Payments of dividends                                                               -
                                                                         ------------          ------------
Net cash provided by financing activities                                  14,514,597             3,164,632

Effect of rate changes on cash                                                136,367                     -
                                                                         ------------          ------------
Increase in cash and cash equivalents                                       7,743,556             3,828,218

Cash and cash equivalents, beginning of period                             10,142,394             5,204,637
                                                                         ------------          ------------
Cash and cash equivalents, end of period                                 $ 17,885,950          $  9,032,855
                                                                         ============          ============

Supplemental disclosures of cash flow information:
Cash paid for interest                                                   $    352,002          $    349,750
                                                                         ============          ============
Cash paid for income taxes                                               $    186,567                $    -
                                                                         ============          ============
</TABLE>

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

                                       5
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

Zhongpin  Inc.  ("Zhongpin")  was  incorporated  on  February  4, 2003 as Strong
Technical Inc. in the State of Delaware for the purpose of operating a personnel
outsourcing service,  providing skilled workers to industry.  On March 30, 2005,
an 82.4%  controlling  interest  in  Zhongpin  was  acquired  by Halter  Capital
Corporation and all previous operations were discontinued.  On January 30, 2006,
Zhongpin acquired Falcon Link Investment  Limited ("Falcon") in a stock exchange
by issuing  397,676,704  (11,250,000  post-split)  shares of its common stock in
exchange  for all of the issued and  outstanding  stock of Falcon.  The  reverse
acquisition  transaction was accounted for as a reverse acquisition resulting in
the recapitalization of Falcon. Accordingly, the historical financial statements
of   Falcon   have  been   retroactively   restated   to  give   effect  to  the
recapitalization  as if it had  occurred at the  beginning  of the first  period
presented.  Hereafter Zhongpin and its subsidiaries are collectively referred to
as the "Company."

Falcon was  incorporated  in the Territory of the British Virgin Islands ("BVI")
on July 21,  2005 as a holding  company  for the  purpose  of owning  all of the
equity interests of Henan Zhongpin Food Co., Ltd. ("HZFC"),  a People's Republic
of China ("PRC")  company.  Falcon  acquired  100%  ownership of HZFC by issuing
10,000  shares  of its  $1.00  par  value  common  stock  in  exchange  for  the
outstanding   shares  of  HZFC.   The   transaction   was  accounted  for  as  a
recapitalization.

HZFC was  established in the PRC on May 20, 2005 for the sole purpose of holding
Henan Zhongpin Food Share Company Limited and its  subsidiaries  ("Food Share").
The owners of Food Share formed HZFC by investing  16,000,000  Renminbi ("RMB").
HZFC acquired Food Share by paying  15,040,000 RMB to the holders of Food Share,
who were also the holders of HZFC, in exchange for 100% ownership of Food Share.
The  transaction  was  accounted  for as a transfer  of  entities  under  common
control,  wherein  Food  Share is the  continuing  entity  with an  increase  in
registered capital of 960,000 RMB. The historical  financial  statements of HZFC
are essentially  those of Food Share shown with an increase in capital as if the
transfer had taken place at the beginning of the period.

Food Share is incorporated in the PRC. It is headquartered in Henan Province and
its corporate  office is in Changge City. The Company is principally  engaged in
the production of pork,  pork products and  vegetables,  and the retail sales of
pork,  processed pork products,  vegetables and other grocery items to customers
throughout the PRC and other export  countries,  either  directly or through its
subsidiaries.

On January 30, 2006, the Company  consummated an agreement with the shareholders
of Falcon whereby the Company issued 397,676,704  (11,250,000 post-split) shares
of its common stock in exchange for all of the issued and  outstanding  stock of
Falcon.  Immediately  prior to the transaction  there were  17,765,650  (502,578
post-split)   shares   outstanding  as  compared  to   415,442,354   (11,752,578
post-split)   shares   outstanding   immediately   following  the   transaction.
Consequently, Falcon became a wholly-owned subsidiary of the Company.

In conjunction  with the acquisition of Falcon,  on January 31, 2006 the Company
sold, at $8.00 per unit,  3.45 million units,  each  consisting of two shares of
Series A  Convertible  Preferred  Stock and a five year  warrant to  purchase an
additional 35.349 (1 post-split) common shares at a purchase price of $0.1414467
($5.00 post split) per share. Each preferred share is convertible into 35.349 (1
post-split)  common shares.  Total conversion rights were issued for 243,908,100
(6,900,000  post-split)  common  shares  and  total  warrants  were  issued  for
121,954,050 (3,450,000 post-split) common shares.

                                       6
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

On February  16, 2006,  the Company  amended its  articles of  incorporation  to
change  its name from  Strong  Technical,  Inc.  to  Zhongpin  Inc.  In the same
amendment,  the Company changed its authorized common stock to 25,000,000 shares
with par value of $0.001 and its authorized preferred stock to 10,000,000 shares
with par value of $0.001.

On February  16,  2006,  the Company  effected a 1:35.349  reverse  split on its
outstanding  common stock.  Immediately prior to the split,  415,442,354  common
shares were  outstanding  as compared to 11,752,578  common  shares  outstanding
immediately  following  the  split.  Outstanding  conversion  rights on Series A
Convertible  Preferred  Stock were reduced  from  243,908,100  common  shares to
6,900,000 common shares, and outstanding  warrants were reduced from 121,954,050
common shares to 3,450,000 common shares, exercisable at $5.00 per share.

Details of Food Share's subsidiaries are as follows:

<TABLE>
<CAPTION>
                                                          DOMICILE AND DATE      REGISTERED        PERCENTAGE
NAME                                                      OF INCORPORATION         CAPITAL        OF OWNERSHIP
--------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                    <C>                   <C>
Henan Zhongpin Industrial Company Limited                PRC  Jan. 17, 2004     18,000,000 RMB        88.00%

Henan Zhongpin Import and Export Trading Company         PRC  Aug. 11, 2004      5,060,000 RMB        88.93%
</TABLE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  consolidated  financial  statements  include the accounts of Zhongpin  Inc.
(formerly  Strong  Technical,  Inc.),  Falcon  Link  Investment  Limited,  Henan
Zhongpin  Food Co.,  Ltd.,  Henan  Zhongpin Food Share  Company  Limited,  Henan
Zhongpin Industrial Company Limited and Henan Zhongpin Import and Export Trading
Company.  All  material   intercompany   accounts  and  transactions  have  been
eliminated in consolidation.

The  consolidated   financial   statements  were  prepared  in  accordance  with
accounting  principles generally accepted in the United States of America ("U.S.
GAAP").  The  preparation of financial  statements in conformity  with U.S. GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities,  the  disclosure  of  contingent  assets and
liabilities as of the date of the financial  statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those  estimates.  U.S. GAAP differs from that used in the statutory
financial statements of the PRC subsidiaries,  which were prepared in accordance
with the relevant accounting  principles and financial reporting  regulations as
established by the Ministry of Finance of the PRC. Certain accounting principles
stipulated under U.S. GAAP are not applicable in the PRC.

The  RMB of the  People's  Republic  of  China  has  been  determined  to be the
functional  currency of the Company.  The balance  sheets of the Company and its
subsidiaries  were  translated  at year  end or end of  period  exchange  rates.
Expenses were  translated at moving average  exchange rates in effect during the
year.  The effects of rate  changes on assets and  liabilities  are  recorded as
accumulated other comprehensive income.

                                       7
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FISCAL YEAR

These  financial  statements  have been prepared using December 31 as the fiscal
year end.

MINORITY INTEREST IN SUBSIDIARIES

The Company  records  minority  interest  expense,  which  reflects the minority
shareholders'  portion of the  earnings  of Henan  Zhongpin  Industrial  Company
Limited and Henan Zhongpin Import and Export Trading Company. During 2005, Henan
Zhongpin  Industrial  Company  Limited  increased  its  registered  capital from
5,000,000 RMB to 18,000,000 RMB, which required the minority holders to increase
their investment by 1,560,000 RMB, effectively  increasing the minority interest
shown on the Company's balance sheet by $188,406.

RESTRICTIONS ON TRANSFER OF ASSETS OUT OF THE PRC

Dividend  payments by HZFC are limited by certain  statutory  regulations in the
PRC. No dividends may be paid by HZFC without  first  receiving  prior  approval
from the Foreign Currency  Exchange  Management  Bureau.  Dividend  payments are
restricted to 85% of profits, after tax.

CONTROL BY PRINCIPAL STOCKHOLDERS

The directors,  executive  officers and their affiliates or related parties own,
beneficially  and in the  aggregate,  the  majority  of the voting  power of the
outstanding  shares  of the  common  stock  of  the  Company.  Accordingly,  the
directors,  executive officers and their affiliates,  if they voted their shares
uniformly,  would have the  ability to control the  approval  of most  corporate
actions,  including  increasing the authorized  capital stock of the Company and
the dissolution, merger or sale of the Company's assets.

START-UP COSTS

The Company,  in accordance  with the  provisions  of the American  Institute of
Certified Public  Accountants'  Statement of Position (SOP) 98-5,  "Reporting on
the Costs of Start-up  Activities,"  expenses all  start-up  and  organizational
costs as they are incurred.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

SIGNIFICANT ESTIMATES

Several areas require significant management estimates relating to uncertainties
for which it is reasonably  possible that there will be a material change in the
near term. The more significant areas requiring the use of management  estimates
related to the valuation of receivables,  equipment and accrued liabilities, and
the useful lives for amortization and depreciation.

                                       8
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH EQUIVALENTS

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

ACCOUNTS  RECEIVABLE

Accounts  receivable are stated at cost, net of allowance for doubtful accounts.
Based on the Company's  experience and current  practice in the PRC,  management
provides for an allowance for doubtful  accounts  equivalent  to those  accounts
that are not collected within one year plus 5% of receivables less than one year
old.

INVENTORIES

Inventories  are stated at the lower of cost,  determined on a weighted  average
basis,  and net  realizable  value.  Work-in-progress  and  finished  goods  are
composed  of direct  material,  direct  labor  and an  attributable  portion  of
manufacturing  overhead. Net realizable value is the estimated selling price, in
the ordinary course of business, less estimated costs to complete and dispose.

LAND USE RIGHTS

The  Company  adopted  the  provisions  of SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets"  ("SFAS 142"),  effective  January 1, 2002.  Under SFAS 142,
goodwill and  indefinite  lived  intangible  assets are not  amortized,  but are
reviewed annually for impairment, or more frequently, if indications of possible
impairment  exist. The Company has performed the requisite  annual  transitional
impairment  tests  on  intangible  assets  and  determined  that  no  impairment
adjustments were necessary.

REVENUE RECOGNITION

The Company  recognizes  revenue on the sales of its products as earned when the
customer  takes  delivery of the product  according  to  previously  agreed upon
pricing  and  delivery   arrangements,   and  when  the  Company  believes  that
collectibility is reasonably assured. The Company primarily sells perishable and
frozen food products. As such, any right of return is limited to only a few days
and has been  determined to be  insignificant  by  management.  Accordingly,  no
provision has been made for returnable goods.

EARNINGS PER SHARE

Basic earnings per common share ("EPS") are calculated by dividing net income by
the weighted average number of common shares  outstanding  during the year as if
conversion rights attached to preferred stock had been converted. Diluted EPS is
calculated  by  adjusting  the weighted  average  outstanding  shares,  assuming
conversion of all  potentially  dilutive  securities,  such as stock options and
warrants.

The numerators and  denominators  used in the  computations of basic and diluted
EPS are presented in the following table:

<TABLE>
<CAPTION>
                                                        March 31, 2006     March 31, 2005
                                                        --------------     --------------

<S>                                                       <C>               <C>
NUMERATOR FOR BASIC AND DILUTED EPS
  Net income to common stockholders                       $ 2,574,964       $  1,736,391

                                                          ===========       ============

DENOMINATORS FOR BASIC AND DILUTED EPS
  Common stock outstanding after recapitalization and
  1:35.349 reverse stock split                             11,752,578         11,752,578

  Add: Series A Preferred conversion rights                 6,900,000          6,900,000
                                                          -----------       ------------
DENOMINATOR FOR BASIC EPS                                  18,652,578         18,652,578
                                                          ===========       ============
  Add: Outstanding stock warrants                           3,450,000          3,450,000
                                                          -----------       ------------
DENOMINATOR FOR DILUTED EPS                                22,102,578         22,102,578
                                                          ===========       ============


EPS - Basic                                               $      0.14       $       0.09
                                                          -----------       ------------
EPS - Diluted                                             $      0.12       $       0.08
                                                          -----------       ------------
</TABLE>


The Company had no potentially  dilutive securities  outstanding at December 31,
2006 and 2005. However,  in conjunction with the retrospective  recapitalization
on January 30, 2006, the Company issued 6,900,000 shares of Series A Convertible
Preferred  stock.  The stock is  convertible  one for one to common stock and is
participating  stock. The preferred stock  subscribers also received warrants to
purchase  one share of common  stock at $5.00 per share for every two  shares of
preferred   stock   received.   Since  these  issuances  were  incident  to  the
recapitalization,  their  effects are also  retroactively  restated in computing
EPS.

PROPERTY AND EQUIPMENT

Impairment  of  long-lived  assets  is  recognized  when  events or  changes  in
circumstances  indicate that the carrying amount of the asset, or related groups
of  assets,  may not be  recoverable.  Under  the  provisions  of SFAS No.  144,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," the Company recognizes an "impairment charge" when the expected
net undiscounted future cash flows from an asset's use and eventual  disposition
are less than the asset's  carrying value and the asset's carrying value exceeds
its fair value. Measurement of fair value for an asset or group of assets may be
based on  appraisal,  market  values of similar  assets or estimated  discounted
future cash flows  resulting from the use and ultimate  disposition of the asset
or assets.

Expenditures for maintenance,  repairs and betterments,  which do not materially
extend  the  normal  useful  life of an asset,  are  charged  to  operations  as
incurred.  Upon  sale or other  disposition  of  assets,  the  cost and  related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in income.

Depreciation  and  amortization  are provided for financial  reporting  purposes
primarily on the  straight-line  method over the estimated  useful lives ranging
from 5 to 50 years.

OPERATING LEASES

Operating leases represent those leases under which  substantially all the risks
and rewards of ownership of the leased  assets  remain with the lessors.  Rental
payments  under  operating  leases are  charged to expense on the  straight-line
basis over the period of the relevant leases.

                                       9
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

Income tax expense is based on reported  income before  income  taxes.  Deferred
income taxes  reflect the effect of  temporary  differences  between  assets and
liabilities that are recognized for financial reporting purposes and the amounts
that are  recognized  for income tax purposes.  In accordance  with Statement of
Financial  Accounting Standard ("SFAS") No. 109,  "Accounting for Income Taxes,"
these  deferred taxes are measured by applying  currently  enacted tax laws. The
Company recorded income tax expenses of $145,245 and $0 for the first quarter of
2006 and 2005.

The Company withholds and pays income taxes on its employees' wages,  which fund
the Chinese government's sponsored health and retirement programs of all Company
employees.  For such employees,  the Company was obligated to make contributions
to the  social  insurance  bureau  under  the  laws of the PRC for  pension  and
retirement benefits.

3. BUSINESS ACQUISITIONS

Food Share started Henan Zhongpin  Import and Export  Trading  Company on August
11, 2004 as a joint venture with Li Jun Wei, an  individual,  to facilitate  the
exporting of the  Company's  goods.  The Company  owns 88.93% of Henan  Zhongpin
Import and Export Trading Company.

4. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

The Company accrued an allowance for bad debts related to its  receivables.  The
receivable and allowance balances at March 31, 2006 and December 31, 2005 are as
follows:

                                     March 31, 2006       December 31, 2005

     Accounts receivable             $ 12,170,982           $ 10,278,464
     Other receivables                  5,391,914              2,013,757
     Allowances receivable                     --                     --
     Allowance for bad debts           (1,727,963)            (1,716,614)
                                     ------------          -------------
                                     $ 15,834,933          $  10,634,981
                                     ============          =============


5. INVENTORIES

Inventories consisted of:

                                           March 31,       December 31,
                                             2006              2005
                                          ----------       ----------
Raw materials                             $  281,784       $  210,288
Low value consumables and packaging                           147,000
Work-in-progress                             167,626          290,149
Finished goods                             4,262,656        1,699,875
Provision for loss of pricing                     --               --
                                          ----------       ----------
Net inventories                           $4,712,066       $2,347,312
                                          ==========       ==========

                                       10
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at cost consisted of:

                                   March 31, 2006       December 31, 2005
                                   --------------       -----------------
Machinery and equipment             $  6,832,887          $  6,832,887
Furniture and office equipment           253,187               253,187
Motor vehicles                           281,371               281,371
Buildings                              5,320,938             5,084,728
                                    ------------          ------------
    Subtotal                          12,688,383            12,452,173
Less: accumulated depreciation        (2,411,368)           (2,239,325)
                                    ------------          ------------
Net property and equipment          $ 10,277,015          $ 10,212,848
                                    ============          ============

Depreciation expense                $    145,734          $    602,008
                                    ============          ============


7. INTANGIBLE ASSETS

Intangible assets consisted of the following:


                                     March 31,        December 31,
                                       2006               2005
                                   -----------        -----------
     Land use rights               $ 1,842,510        $ 1,840,937

     Accumulated amortization          (87,813)           (87,813)
                                   -----------        -----------
                                   $ 1,754,697        $ 1,753,124
                                   ===========        ===========

     Amortization expense          $    10,017        $    37,431
                                   ===========        ===========


8. RELATED PARTY RECEIVABLES

Related  party  receivables  consist  of  advances  made by the  Company  to the
minority interest holders of Henan Zhongpin Industrial Company Limited for their
investment  in  the  registered   capital  of  that  entity.  The  advances  are
non-interest bearing and have no fixed repayment terms.  Consequently,  they are
classified as non-current assets.

9. CONSTRUCTION IN PROGRESS

Construction in progress consisted of:


                                       11
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. CONSTRUCTION IN PROGRESS (continued)

<TABLE>
<CAPTION>
                                                        March 31,      December 31,
Construction in Progress              Completed on        2006             2005
------------------------------        --------------   -----------     ------------
<S>                                   <C>              <C>             <C>
Sewage Construction                   October 2004     $        --     $        --
Industrial Plant                      February 2006     16,931,178      16,931,178
Frozen machinery and store room       March 2005                --              --
Production line for chilled pork      January 2007       3,725,925
                                                       -----------     -----------

                                                       $20,657,103     $16,931,178
                                                       ===========     ===========
</TABLE>


10. LOANS PAYABLE

SHORT-TERM LOANS

Short-term loans are due within one year.  These loans are partially  secured by
the land and plant of Food  Share.  These  loans  bear  interest  at  prevailing
lending rates in the PRC ranging from 3.0% to 9.4% per annum.

LONG-TERM LOANS

A long-term loan is outstanding and bears an interest rate 6.0% per annum.

10. LOANS PAYABLE

The balances of loans payable were as follows:

                                     March 31,        December 31,
                                       2006               2005
                                   -----------        -----------
Short Term Loans Payable           $15,093,781        $18,995,853
Long Term Loans Payable              2,265,670          2,410,119
                                   -----------        -----------
                                   $17,359,451        $21,405,972
                                   ===========        ===========

          Long Term Repayment Schedule
-------------------------------------------------
Payments due in 2006                   $  146,657
Payments due in 2007                      146,657
Payments due in 2008                      146,657
Payments due in 2009                      146,657
Payments due in 2010                      146,657
Payments due thereafter                 1,679,042
                                       ----------
                                        2,412,327

Less current portion                    (146,657)
                                       ----------
Long term debt                         $2,265,670
                                       ==========

                                       12
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

From time to time, the Company has disputes that arise in the ordinary course of
its business.  Currently,  according to management,  there are no material legal
proceedings  to which the  Company is party or to which any of its  property  is
subject  that will have a material  adverse  effect on the  Company's  financial
condition.

12. ALLOWANCES INCOME

"Allowances  income"  consists of grants from the  government of the PRC for the
Company's  participation  in  specific  programs,  such as  import  and  export,
branding, and city maintenance and construction. The Company received allowances
income as follows:

                                 Three months ended     Three months ended
                                   March  31, 2006        March 31, 2005
                                 -------------------    ------------------
Allowances income                      $ 113,184            $  38,647
                                       =========            =========


In addition to paying the Company for its participation in ongoing programs, the
PRC  government  has  made a cash  grant  to the  Company  specifically  to fund
research and development.  The Company recorded this grant as a liability titled
"Research &  development  grants  payable" on the balance  sheet  rather than as
revenue.  As qualifying  research and development costs are incurred the Company
reduces the liability rather than recording an expense.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments"  ("SFAS 107") requires entities to disclose the
fair values of financial instruments except when it is not practicable to do so.
Under SFAS No. 107, it is not practicable to make this disclosure when the costs
of  formulating  the estimated  values exceed the benefit when  considering  how
meaningful the information would be to financial statement users.

As a result of the difficulties  presented in the valuation of the loans payable
to related  entities/parties  because of their related party nature,  estimating
the fair value of these financial instruments is not considered  practical.  The
fair values of all other assets and  liabilities do not differ  materially  from
their carrying  amounts.  None of the financial  instruments held are derivative
financial instruments and none were acquired or held for trading purposes in the
first quarter of 2006 and 2005.

14. NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 155, "Accounting for Certain Hybrid Financial  Instruments - an amendment of
FASB Statements No. 133 and 140". The statement permits fair value remeasurement
for any hybrid  financial  instrument that contains an embedded  derivative that
otherwise would require  bifurcation,  clarifies which interest-only  strips are
not

                                       13
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. NEW ACCOUNTING PRONOUNCEMENTS (continued)

subject to the  requirements  of Statement  133,  establishes a  requirement  to
evaluate  interests in securitized  financial assets to identify  interests that
are  freestanding  derivatives  or that are hybrid  financial  instruments  that
contain  an  embedded   derivative   requiring   bifurcation,   clarifies   that
concentrations  of credit  risk in the form of  subordination  are not  embedded
derivatives,  and  amends  Statement  140  to  eliminate  the  prohibition  on a
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  The Statement is effective for  financial  instruments  acquired or
issued after the beginning of the first fiscal year that begins after  September
15, 2006. The Company expects that the Statement will have no material impact on
its consolidated financial statements.

In  February   2006,   the  FASB  issued  Staff   Position  No.  FAS   123(R)-4,
"Classification   of  Options  and  Similar   Instruments   Issued  as  Employee
Compensation  That Allow for Cash Settlement upon the Occurrence of a Contingent
Event".  This  position  addresses  the  classification  of options  and similar
instruments issued as employee  compensation that allow for cash settlement upon
the occurrence of a contingent  event,  amending  paragraphs 32 and A229 of SFAS
No.  123  (revised  2004),   "Share-Based  Payment".  As  the  Company  has  not
traditionally paid compensation  through the issuance of equity  securities,  no
impact is expected on its consolidated financial statements.

In October 2005,  the FASB issued Staff Position No. FAS 13-1,  "Accounting  for
Rental Costs Incurred during a Construction Period". This position addresses the
accounting for rental costs  associated with operating  leases that are incurred
during a  construction  period.  Management  believes  that this position has no
application to the Company.

In May  2005,  the FASB  issued  SFAS No.  154,  Accounting  Changes  and  Error
Corrections ("SFAS No. 154"), which replaced Accounting Principles Board Opinion
No. 20,  Accounting  Changes  and SFAS No. 3,  Reporting  Accounting  Changes in
Interim  Financial  Statements.  SFAS No. 154 changes the  requirements  for the
accounting for and reporting of a change in accounting  principles.  It requires
retrospective  application to prior periods' financial  statements of changes in
accounting  principles,  unless it is  impracticable  to  determine  either  the
period-specific  effects or the cumulative effect of the change.  This statement
is effective for  accounting  changes and  corrections  of errors made in fiscal
years beginning after December 15, 2005. The impact on the Company's  operations
will  depend  on future  accounting  pronouncements  or  changes  in  accounting
principles.

In March 2005, the FASB issued FASB  Interpretation  ("FIN") No. 47, "Accounting
for Conditional  Asset Retirement  Obligations."  FIN 47 clarifies that the term
"Conditional  Asset  Retirement  Obligation"  as used in FASB Statement No. 143,
"Accounting for Asset Retirement  Obligations,"  refers to a legal obligation to
perform  an asset  retirement  activity  in which the  timing  and/or  method of
settlement  are  conditional on a future event that may or may not be within the
control  of the  entity.  Accordingly,  an entity is  required  to  recognize  a
liability for the fair value of a Conditional Asset Retirement Obligation if the
fair value of the liability can be reasonably estimated.  FIN 47 is effective no
later than the end of fiscal year ending after  December  15,  2005.  Management
does not  believe  the  adoption  of FIN 47 will have a  material  effect on the
Company's consolidated financial position, results of operations or cash flows.

15. PREFERRED STOCK

The features of the Series A Convertible Preferred Stock are as follows:

                                       14
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. PREFERRED STOCK (continued)

Dividends.  The holders of the Series A Preferred are entitled to receive,  when
and as declared by the Board of  Directors,  dividends in such amounts as may be
determined  by the Board of  Directors  from  time to time out of funds  legally
available  therefor.  No dividends  (other than those  payable  solely in common
stock) will be paid to the  holders of common  stock until there shall have been
paid or  declared  and set apart  during that fiscal year for the holders of the
Series A Preferred a dividend in an amount per share that the holders would have
got for the shares of common stock  issuable upon  conversion of their shares of
Series  A  Preferred.  Preference  on  Liquidation.  In  the  event  of  merger,
consolidation  or sale of all or  substantially  all of the Company's  assets or
other  liquidation,  holders of the Series A  Preferred  shall get a priority in
payment over all other classes of stock.  In such event,  the Series A Preferred
would be entitled to receive the greater of (i) the original  purchase  price of
the Series A Preferred  or (ii) the amount the holder  would get if he converted
all of his Series A Preferred into common stock.

Voting.  The holder of each share of Series A Preferred (i) shall be entitled to
the number of votes with  respect to such share equal to the number of shares of
common  stock into which such share of Series A Preferred  could be converted on
the record date for the subject vote or written consent (or, if there is no such
record date,  then on the date that such vote is taken or consent is  effective)
and (ii) shall be entitled to notice of any stockholders'  meeting in accordance
with the Company's Bylaws.  Appoint and Elect a Director.  So long as the number
of shares of common stock issuable upon conversion of the outstanding  shares of
Series A Preferred  is greater than 10% of the number of  outstanding  shares of
common stock (on a fully diluted basis),  the holders of record of the shares of
Series A Preferred,  exclusively and as a separate  class,  shall be entitled to
elect one of the Company's directors.

Conversion  Right.  The holder may convert each share of Series A Preferred into
common stock at an initial conversion price of $0.113157 ($4.00 post-split). The
conversion price will be adjusted for stock dividends,  stock splits and similar
events.

Automatic  Conversion.  Each share of Series A Preferred will  automatically  be
converted  into shares of common  stock at the  conversion  price at the time in
effect if (i) the  Company  has an  underwritten  public  offering of its common
stock  giving the  Company at least $30  million in net  proceeds,  (ii)(A)  the
closing  price  of  the  common  stock  equals  or  exceeds  $0.2828934  ($10.00
post-split)  (as  adjusted) for the twenty (20)  consecutive-trading-day  period
ending within two (2) days of the date on which the Company  provides  notice of
such conversion as hereinafter provided and (B) either a registration  statement
registering  for resale the shares of common stock  issuable upon  conversion of
the Series A Preferred  has been declared  effective  and remains  effective and
available  for  resales  for the  twenty  (20)-day  period,  or Rule  144(k)  is
available for the resale of such shares,  or (iii) by consent of at least 67% of
the then-outstanding  shares of Series A Preferred.

Protective  Provisions.  So  long as at  least  1,750,000  shares  of  Series  A
Preferred are outstanding (subject to adjustment for stock splits,  combinations
and the like),  the holders of a majority of the outstanding  Series A Preferred
shall be required (in addition to any consent or approval  otherwise required by
law) for us to take certain actions,  including (1) liquidation,  dissolution or
wind up,  (2)  amend,  alter or  repeal  any  provision  of our  certificate  of
incorporation  so as to affect the  rights,  preferences  or  privileges  of the
Series A  Preferred,  (3) create new class of  preferred  stock or increase  the
number of shares of Series A Preferred  that can be issued,  or (4)  purchase or
redeem,  or pay or  declare  any  dividend  or make  any  distribution  on,  any
securities junior in priority to the Series A Preferred;  or (5) make any change
in the size of the Company's Board of Directors.

                                       15
<PAGE>

                         ZHONGPIN INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. SEGMENT REPORTING

The Company  operates in two  business  segments:  pork and pork  products,  and
vegetables and fruits.

The  Company's  pork and pork  products  segment is  involved  primarily  in the
processing of live market hogs into fresh,  frozen and processed  pork products.
The Company's pork and pork products  segment markets its products  domestically
to our branded stores,  food  retailers,  foodservice  distributors,  restaurant
operators and noncommercial foodservice  establishments,  such as schools, hotel
chains,  healthcare facilities,  the military and other food processors, as well
as to  international  markets.

The  Company's  vegetables  and fruits  segment  is  involved  primarily  in the
processing of fresh vegetables and fruits.  The Company contracts with more than
120 farms in Henan Province and nearby areas to produce  high-quality  vegetable
varieties  and  fruits  suitable  for  export  purposes.  The  proximity  of the
contracted farms to the Company's  operations  ensures freshness from harvest to
processing.  The Company contracts to grow more than 20 categories of vegetables
and fruits, including asparagus, sweet corn, broccoli, mushrooms, lima beans and
strawberries.

                                                 SALES BY SEGMENT
                                                   (IN MILLIONS)

                                            SALES                   SALES
                                     THREE MONTHS ENDED      THREE MONTHS ENDED
                                        MAR. 31, 2006           MAR. 31, 2005
                                     ------------------      ------------------
Pork and Pork Products.............       $ 29.77                   $14.27

Vegetables and Fruits..............          0.72                     0.14
------                                     ------                   ------
                              Total        $30.49                   $14.41

                                                   OPERATING INCOME BY SEGMENT
                                                          (IN MILLIONS)

                                      OPERATING INCOME         OPERATING INCOME
                                     THREE MONTHS ENDED       THREE MONTHS ENDED
                                        MAR. 31, 2006           MAR. 31, 2005
                                     ------------------      ------------------
Pork and Pork Products...........         $2.81                   $2.00

Vegetables and Fruits............          0.07                    0.01
                                          -----                   -----
                            Total         $2.88                   $2.01





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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         THE  STATEMENTS  CONTAINED IN THIS REPORT WITH RESPECT TO OUR FINANCIAL
CONDITION,  RESULTS OF OPERATIONS AND BUSINESS THAT ARE NOT HISTORICAL FACTS ARE
"FORWARD-LOOKING  STATEMENTS"  WITHIN  THE

                                       16
<PAGE>

MEANING OF THE PRIVATE SECURITIES  LITIGATION REFORM ACT OF 1995 AND SECTION 21E
OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE  ACT").  THE
COMPANY INTENDS SUCH FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE HARBOR
PROVISIONS  FOR  FORWARD-LOOKING  STATEMENTS  CONTAINED  IN  SECTION  21E OF THE
EXCHANGE  ACT.  FORWARD-LOOKING  STATEMENTS  CAN BE  IDENTIFIED  BY  THE  USE OF
FORWARD-LOOKING   TERMINOLOGY,   SUCH  AS  "ESTIMATES,"   "PROJECTS,"   "PLANS,"
"BELIEVES,"  "EXPECTS,"  "ANTICIPATES,"  "INTENDS,"  OR THE NEGATIVE  THEREOF OR
OTHER VARIATIONS  THEREON,  OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
UNCERTAINTIES.  MANAGEMENT  OF THE  COMPANY  WISHES TO CAUTION THE READER OF THE
FORWARD-LOOKING  STATEMENTS  THAT SUCH  STATEMENTS,  WHICH ARE CONTAINED IN THIS
REPORT,  REFLECT THE COMPANY'S CURRENT BELIEFS WITH RESPECT TO FUTURE EVENTS AND
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING, BUT
NOT LIMITED TO, ECONOMIC, COMPETITIVE, REGULATORY,  TECHNOLOGICAL, KEY EMPLOYEE,
AND GENERAL  BUSINESS  FACTORS  AFFECTING  THE  COMPANY'S  OPERATIONS,  MARKETS,
GROWTH,  SERVICES,  PRODUCTS,  LICENSES  AND  OTHER  FACTORS  DISCUSSED  IN  THE
COMPANY'S  OTHER FILINGS WITH THE SECURITIES AND EXCHANGE  COMMISSION,  AND THAT
THESE  STATEMENTS ARE ONLY ESTIMATES OR PREDICTIONS.  NO ASSURANCES CAN BE GIVEN
REGARDING  THE  ACHIEVEMENT  OF FUTURE  RESULTS,  AS ACTUAL  RESULTS  MAY DIFFER
MATERIALLY AS A RESULT OF RISKS FACING THE COMPANY, AND ACTUAL EVENTS MAY DIFFER
FROM THE  ASSUMPTIONS  UNDERLYING THE  STATEMENTS  THAT HAVE BEEN MADE REGARDING
ANTICIPATED EVENTS.

         THESE  FORWARD-LOOKING  STATEMENTS ARE SUBJECT TO NUMEROUS ASSUMPTIONS,
RISKS AND  UNCERTAINTIES  THAT MAY  CAUSE THE  COMPANY'S  ACTUAL  RESULTS  TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY THE COMPANY
IN THOSE STATEMENTS. SOME OF THESE RISKS ARE DESCRIBED IN "RISK FACTORS" IN ITEM
1A OF THE COMPANY'S  ANNUAL REPORT ON FORM 10-K, AS AMENDED,  FOR THE TRANSITION
PERIOD FROM JUNE 30, 2005 TO DECEMBER 31, 2005.


         THESE  RISK  FACTORS  SHOULD  BE  CONSIDERED  IN  CONNECTION  WITH  ANY
SUBSEQUENT  WRITTEN  OR ORAL  FORWARD-LOOKING  STATEMENTS  THAT THE  COMPANY  OR
PERSONS ACTING ON THE COMPANY'S  BEHALF MAY ISSUE.  ALL WRITTEN AND ORAL FORWARD
LOOKING  STATEMENTS MADE IN CONNECTION WITH THIS REPORT THAT ARE ATTRIBUTABLE TO
THE COMPANY OR PERSONS ACTING ON THE COMPANY'S BEHALF ARE EXPRESSLY QUALIFIED IN
THEIR ENTIRETY BY THESE CAUTIONARY  STATEMENTS.  GIVEN THESE UNCERTAINTIES,  THE
COMPANY CAUTIONS  INVESTORS NOT TO UNDULY RELY ON THE COMPANY'S  FORWARD-LOOKING
STATEMENTS.  THE COMPANY DOES NOT UNDERTAKE ANY  OBLIGATION TO REVIEW OR CONFIRM
ANALYSTS'  EXPECTATIONS OR ESTIMATES OR TO RELEASE PUBLICLY ANY REVISIONS TO ANY
FORWARD-LOOKING  STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF
THIS DOCUMENT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. FURTHER, THE
INFORMATION  ABOUT THE  COMPANY'S  INTENTIONS  CONTAINED  IN THIS  DOCUMENT IS A
STATEMENT  OF THE  COMPANY'S  INTENTION  AS OF THE DATE OF THIS  DOCUMENT AND IS
BASED UPON, AMONG OTHER THINGS, THE EXISTING  REGULATORY  ENVIRONMENT,  INDUSTRY
CONDITIONS,  MARKET  CONDITIONS  AND  PRICES,  THE  ECONOMY IN  GENERAL  AND THE
COMPANY'S  ASSUMPTIONS  AS OF SUCH DATE.  THE COMPANY  MAY CHANGE THE  COMPANY'S
INTENTIONS,  AT ANY TIME AND  WITHOUT  NOTICE,  BASED  UPON ANY  CHANGES IN SUCH
FACTORS, IN THE COMPANY'S ASSUMPTIONS OR OTHERWISE.

GENERAL

         During the period from the formation of the Company on February 4, 2003
to January 30, 2006, the Company did not generate any significant  revenue,  and
accumulated no significant  assets,  as the Company  explored  various  business
opportunities.  On January 30, 2006, in exchange for a  controlling  interest in
the Company's publicly-held "shell" corporation, the Company acquired all of the
issued  and  outstanding  capital  stock of Falcon  Link.  This  transaction  is
commonly  referred  to  as a  "reverse  acquisition."  For  financial  reporting
purposes,  Falcon Link was  considered  the acquirer in such  transaction.  As a
result, the Company's  historical  financial statements for all periods prior to
January 30, 2006 included in this Report are those of Falcon Link.

         The  Company is  principally  engaged  in the meat and food  processing
business in The People's Republic of China (the "PRC").  Currently,  the Company
has five processing plants located in Henan

                                       17
<PAGE>

Province in the PRC, with a total of seven  production  lines. The Company began
construction of a third  fully-dedicated  case-ready  plant in fiscal 2005. This
plant was put into production on February 23, 2006. On a daily basis, an average
of 2,000 pigs  (approximately  14.5 metric tons) are  butchered and processed at
this location.  The Company expects to increase the meat processing  capacity at
this  plant by 60,000  metric  tons on an annual  basis.  The  Company  utilizes
state-of-the-art equipment in all of our abattoirs and processing facilities.

         The Company's  products are sold under the  "Zhongpin"  and  "Shengpin"
brand names. The Company's  customers include over ten  international  fast food
companies in the PRC, over 30  export-registered  processing  factories and over
1,200 school cafeterias,  factory canteens, army posts and national departments.
The  Company  also  sells  directly  to over  2,100  retail  outlets,  including
supermarkets, within the PRC.

         In  2005,  the  Company  was one of the top 151  national  agricultural
industrial  enterprises in the PRC and were ranked eighth  overall,  in terms of
revenue,  in the  national  meat  industry.  During  the past  five  years,  the
Company's growth rate has exceeded 50% percent in terms of both revenues and net
profits.  The  Company  has  established  distribution  networks in more than 20
provinces in the North,  East,  South and South Midland of the PRC, and also has
formed strategic  partnerships with leading  supermarket chains and the catering
industry in the PRC. In addition,  the Company exports  products to the European
Union, Southeast Asia and Russia.

RESULTS OF OPERATIONS

The following table sets forth,  for the periods  indicated,  certain  operating
information expressed in U.S dollars (in thousands)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31

                                                                      2006            2005
                                                                 ------------------------------

<S>                                                                 <C>             <C>
              SALES REVENUES                                        $ 30,494        $ 14,405
              COST OF SALES                                           25,914          11,809
              GROSS PROFIT                                             4,579           2,596
                                                                 ------------------------------
              GENERAL AND ADMINISTRATIVE EXPENSES                        899             224
              OPERATING EXPENSES                                         804             365
              TOTAL OTHER INCOME (EXPENSE)                             (145)           (258)
              NET INCOME BEFORE TAXES                                  2,731           1,749
                                                                 ------------------------------
              PROVISION FOR INCOME TAXES                                 145             ---
              NET INCOME AFTER TAXES                                   2,586           1,749
              MINORITY INTEREST                                           11              12
              NET INCOME                                               2,575           1,736
                                                                 ------------------------------
              FOREIGN CURRENCY TRANSLATION ADJUSTMENT                    141             ---
              COMPREHENSIVE INCOME                                     2,716           1,736
                                                                 ------------------------------
</TABLE>

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005


                                       18
<PAGE>

         REVENUE.  Total revenue  increased  from $14.41 million for the quarter
ended March 31, 2005 to $30.49  million for the quarter ended March 31, 2006, or
approximately  112%.  The  increase in revenues was  primarily  due to increased
sales in the Company's meat and meat products segment resulting from the effects
of the continued  increase in the amount of branded  stores sales and a widening
wholesale customer base.

         COST OF SALES.  Cost of sales  increased  from  $11.81  million for the
quarter  ended March 31, 2005 to $25.91  million for the quarter ended March 31,
2006, or  approximately  119%.  As a percentage of revenue,  total cost of sales
increased  from  approximately  82% for the  quarter  ended  March  31,  2005 to
approximately  85% in the quarter  ended March 31 2006.  The increase in cost of
sales was primarily due to an increase of approximately 3% in raw material costs
for the quarter  ended March 31 2006 as compared to the quarter  ended March 31,
2005.

         GENERAL  AND  ADMINISTRATIVE   EXPENSES.   General  and  administrative
expenses  increased by  approximately  302% for the quarter ended March 31, 2006
from $0.22 million for the quarter ended March 31, 2005 to $0.90 million for the
quarter  ended  March  31,  2006.  As a  percentage  of  revenues,  general  and
administrative  expenses  increased  from 1.55% for the quarter  ended March 31,
2005 to 2.95% for the quarter ended March 31, 2006.  The increase in general and
administrative  expenses  was  primarily  the result of the  addition  of senior
executives to the management team.

         INTEREST EXPENSE. Interest expense increased from $0.35 million for the
quarter  ended March 31, 2005 to $0.38  million for the quarter  ended March 31,
2006, or  approximately  8.7%.  During the quarter  ended March 31, 2006,  total
liabilities  decreased by approximately $7.3 million,  however, the average debt
outstanding  was  approximately  $20.70  million for the quarter ended March 31,
2006 and $18.34 million for the quarter ended March 31, 2005.

         INTEREST  INCOME,  ALLOWANCES  INCOME,  OTHER INCOME AND EXCHANGE  GAIN
(LOSS).  Interest  income,  allowances  income,  other income and exchange  gain
(loss)  increased  from $0.09  million for the  quarter  ended March 31, 2005 to
$0.23 million for the quarter ended March 31, 2006, primarily due to an increase
of allowance income.

         INCOME TAXES.  The  effective  tax rate in the PRC on income  generated
from the sale of  prepared  products is 33% and there is no income tax on income
generated  from the sale of raw  products.  The  increase in the  provision  for
income taxes for the quarter  ended March 31, 2006 over the quarter  ended March
31, 2005 resulted from an increase in the Company's  sales of prepared  products
for the quarter ended March 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

         During  the  quarter  ended  March 31,  2006,  the  Company  funded its
operations  primarily  through  cash  flows  from  operations  and  the  sale of
preferred stock.

         Net cash provided by (used in) operating  activities of the Company was
$0.98 million and ($2.95) million in the quarters ended March 31, 2005 and 2006,
respectively.  Cash flows  from  operations  of the  Company  decreased  for the
quarter ended March 31, 2006 primarily due to an increase in accounts receivable
and other  receivables  as well as an increased  level of  inventories  due to a
significant increase in revenues and increased scale of production capacity.

         Net  accounts  receivable  and other  receivables  of the Company  were
$15.83 million as of March 31, 2006. This compares to $10.63 million at December
31, 2005. The increase in accounts  receivable was due primarily to the increase
in the Company's revenues.

                                       19
<PAGE>

         The  Company  expended  $3.73  million  for  the  construction  of  new
facilities in the quarter ended March 31, 2006.

         As of March 31, 2006, the Company had  approximately  $17.89 million in
cash and cash  equivalents.  On January 31,  2006,  we received  net proceeds of
approximately  $23.11 million from the sale of units  consisting of our Series A
convertible preferred stock and common stock purchase warrants.

         The Company  believes its existing  cash and cash  equivalents  and its
available lines of credit, which totaled  approximately $80 million at March 31,
2006,  will be  sufficient  to finance its  operating  requirements  and capital
expenditures over the next 12 months.

INFLATION AND SEASONALITY

         While demand for the Company's products, in general, is relatively high
before  the  Chinese  New Year in  January  or  February  each  year  and  lower
thereafter,  the Company does not believe its  operations  have been  materially
affected by inflation or seasonality.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

DISCLOSURES ABOUT MARKET RISK

         The Company may be exposed to changes in financial market conditions in
the normal course of business.  Market risk  generally  represents the risk that
losses may occur as a result of movements in interest  rates and equity  prices.
The Company currently does not use financial instruments in the normal course of
business that are subject to changes in financial market conditions.

CURRENCY FLUCTUATIONS AND FOREIGN CURRENCY RISK

         Substantially all of the Company's operations are conducted in the PRC,
with the  exception  of the  Company's  export  business  and  limited  overseas
purchases  of raw  materials.  Most of the  Company's  sales and  purchases  are
conducted within the PRC in Chinese Renminbi,  which is the official currency of
the PRC.  As a result,  the  effect of the  fluctuations  of  exchange  rates is
considered minimal to the Company's business operations.

         Substantially   all  of  the   Company's   revenues  and  expenses  are
denominated in Renminbi.  However, the Company uses the United States dollar for
financial reporting purposes.  Conversion of Renminbi into foreign currencies is
regulated by the People's Bank of China through a unified floating exchange rate
system.  Although  the PRC  government  has stated its  intention to support the
value of the  Renminbi,  there can be no assurance  that such exchange rate will
not again become  volatile or that the Renminbi  will not devalue  significantly
against the U.S.  dollar.  Exchange rate  fluctuations  may adversely affect the
value, in U.S. dollar terms, of the Company's net assets and income derived from
its operations in the PRC.

INTEREST RATE RISK

         The  Company  does not have  significant  interest  rate  risk,  as the
Company's  debt  obligations  are  primarily  short-term  in nature,  with fixed
interest rates.

                                       20
<PAGE>

CREDIT RISK

         The Company has not experienced significant credit risk, as most of the
Company's customers are long-term  customers with superior payment records.  The
Company's receivables are monitored regularly by the Company's credit managers.

ITEM 4.    CONTROLS AND PROCEDURES

           DISCLOSURE CONTROLS AND PROCEDURES.  The Company's  management,  with
the participation its chief executive officer and chief financial  officer,  has
evaluated the effectiveness of the Company's  disclosure controls and procedures
(as such term is defined in Rules  13a-15(e)  and  15d-15(e)  under the Exchange
Act)  as of the  end of the  period  covered  by  this  report.  Based  on  such
evaluation,  the Company's chief executive  officer and chief financial  officer
have  concluded  that, as of the end of such period,  the  Company's  disclosure
controls and procedures are effective in recording, processing,  summarizing and
reporting,  on a timely  basis,  information  required  to be  disclosed  by the
Company in the reports that the Company files or submits under the Exchange Act.

           INTERNAL  CONTROL OVER FINANCIAL  REPORTING.  There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.



                                       21
<PAGE>

                                  ZHONGPIN INC.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 1A. RISK FACTORS

         During the three months  ended March 31,  2006,  there were no material
changes to the risk factors previously  disclosed in the Company's Annual Report
on Form 10-K,  as  amended,  for the  transition  period  from June 30,  2005 to
December 31, 2005.

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

         (a) None.

         (b) Not Applicable.

         (c) None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         (a) None.

         (b) None.

ITEM 6.  EXHIBITS

         The exhibits  required by this item are set forth on the Exhibit  Index
attached hereto.



                                       22
<PAGE>

                                  ZHONGPIN INC.

                                   SIGNATURES

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


                                            ZHONGPIN INC.
                                                 (Company)

                                            Date:  May 15, 2006


                                            By: /s/ Xianfu Zhu
                                                --------------------------------
                                                Xianfu Zhu
                                                Chief Executive Officer



                                            By: /s/ Yuanmei Ma
                                                --------------------------------
                                                Yuanmei Ma
                                                Chief Financial Officer



                                       23
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                     EXHIBIT TITLE
-----------     ----------------------------------------------------------------

  31.1*         Certification of our Chief Executive Officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

  31.2*         Certification of our Chief Financial Officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

  32.1*         Certification of our Chief Executive Officer pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002.

  32.2*         Certification of our Chief Financial Officer pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002.

*   filed herewith



                                       24