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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

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

For the quarterly period ended December 31, 2005

                                       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 ___ Accelerated 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  September  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>



                                EXPLANATORY NOTE


         In this Amendment No. 1 to the Quarterly Report on Form 10-QSB, we will
refer to Zhongpin Inc., a Delaware corporation, as "our company," "we," "us,"
and "our."

         We are filing this Amendment No. 1 to our Quarterly Report on Form
10-QSB for the fiscal quarter ended December 31, 2005 in response to comments
made by the staff of the Securities and Exchange Commission in connection with
its review of our registration statement on Form S-1, Amendment No. 2, filed
with the Securities and Exchange Commission on July 7, 2006, to correct Part I,
Item 3. Controls and Procedures to specify the officer making the conclusion and
to revise the conclusion regarding the effectiveness of our disclosure controls
and procedures to remove the qualifying language.

         Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), this Amendment No. 1 presents new
certifications pursuant to Rule 13a-14(a)/15d-14(a) and Rules
13a-14(b)/15d-14(b) under the Exchange Act. Except as described above, no
substantive change has been made to the Quarterly Report as originally filed.
This Amendment No. 1 does not reflect events occurring after the filing of the
Quarterly Report as originally filed or modify or update those disclosures
affected by subsequent events.



                                       i
<PAGE>


                                  ZHONGPIN INC.

                                  FORM 10-QSB/A

                                      INDEX


PART I     FINANCIAL INFORMATION

           Item 3.    Controls and Procedures.............................     1


PART II    OTHER INFORMATION

           Item 6.    Exhibits............................................     1

                      Signatures..........................................     2

                      Exhibit Index.......................................     3


                                       ii

<PAGE>


                          PART I--FINANCIAL INFORMATION

ITEM 3.  CONTROLS AND PROCEDURES.

        DISCLOSURE CONTROLS AND PROCEDURES. Our management, with the
participation our chief executive officer/chief financial officer, has evaluated
the effectiveness of our 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, our chief
executive officer/chief financial officer have concluded that, as of the end of
such period, our disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act.

        INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any
changes in our 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, our internal control over financial
reporting.


                           PART II--OTHER INFORMATION

ITEM 6.  EXHIBITS.

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




<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)



               Dated:  September 14, 2006    By: /s/ Xianfu Zhu
                                                 -------------------------------
                                                 Xianfu Zhu
                                                 Chief Executive Officer



               Dated: September 14, 2006     By: /s/ Yuanmei Ma
                                                 -------------------------------
                                                 Yuanmei Ma
                                                 Chief Financial Officer




                                       2
<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




                                       3