8-K/A 1 c41670_8ka.htm UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2006

ZHONGPIN INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware	333-112111	54-2100419


(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

21 Changshe Road, Changge. Henan Province, PRC

(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     [  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     [  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
     [  ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
     [  ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITAGATION REFORM ACT OF 1995

Except for historical information contained herein, this Current Report on Form 8-K/A contains certain forward-looking information based on our current expectations. The inclusion of forward-looking statements should not be regarded as a representation by us or any other person that the objectives or plans will be achieved because our actual results may differ materially from any forward-looking statement. The words “may,” “should,” “plans,” “believe,” “anticipate,” “estimate,” “expect,” their opposites and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. We caution readers that such statements are not guarantees of future performance or events and are subject to a number of factors that may tend to influence the accuracy of the statements, including but not limited to, those risk factors outlined in the section titled “Risk Factors” of our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2006. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Current Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission (“SEC”) after the date of this Current Report.

EXPLANATORY NOTE

The purpose of this filing is to amend our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2006. This Current Report on Form 8-K/A includes certain revised unaudited financial statements and pro forma financial information.

Section 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a)	Unaudited Consolidated Financial Statements of Businesses Acquired

(1)	Report of Independent Public Accounting Firm	F-2
(2)	Consolidated Balance Sheet as of September 30, 2005	F-3
(3)	Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2005 and 2004	F-4
(4)	Consolidated Statements of Equity for the three and nine months ended September 30, 2005	F-5
(5)	Consolidated Statement of Cash Flows for the three and nine months ended September 30, 2005 and 2004	F-6
(6)	Notes to Unaudited Consolidated Financial Statements	F-7


(b)	Pro Forma Unaudited Consolidated Financial Statements

(1)	Pro Forma Consolidated Balance Sheet as of September 30, 2005	F-12
(2)	Pro Forma Consolidated Statement of Operations for the year ended December 31, 2004	F-13
(3)	Pro Forma Consolidated Statement of Operations for the three and nine months ended September 30, 2005	F-14
(4)	Notes to Unaudited Pro Forma Consolidated Financial Statements	F-15

SIGNATURES

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


	ZHONGPIN INC.

Dated: March 30 , 2006	By:	/s/ XIANFU ZHU

		Name:	XIANFU ZHU
		Title:	CEO and Chairman

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 CONSOLIDATED BALANCE SHEET (UNAUDITED) 3 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) 4 CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) 5 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 7 F-1

CHILD, VAN WAGONER & BRADSHAW, PLLC A PROFESSIONAL LIMITED LIABILITY COMPANY OF CERTIFIED PUBLIC ACCOUNTANTS ========================================================================================================================= 1284 W. FLINT MEADOW DR., SUITE D, KAYSVILLE, UT 84037 PHONE: (801) 927-1337 FAX: (801) 927-1344 ------------------------------------------------------------------------------------------------------------------------- 5296 S. COMMERCE DR., SUITE 300, SALT LAKE CITY, UT 84107 PHONE: (801) 281-4700 FAX: (801) 281-4701 ------------------------------------------------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED Henan Province, People's Republic of China We have reviewed the accompanying consolidated balance sheet of HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED as of September 30, 2005, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for the nine-month period ended September 30, 2005. These interim financial statements are the responsibility of the company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. /s/ Child, Van Wagoner & Bradshaw, PLLC Kaysville, Utah January 19, 2006 F-2

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED CONSOLIDATED BALANCE SHEET (UNAUDITED) SEPTEMBER 30, ASSETS 2005 ------------- Current assets Cash and cash equivalents $17,377,991 Accounts receivable and other receivables, net of allowance of $471,816 12,499,999 Purchase deposits 151,194 Prepaid expenses and deferred charges 238,763 Inventories, net of allowance of $20,305 5,906,100 Tax refund receivable 18,985 ------------ Total current assets 36,193,032 Property, plant and equipment (net) 10,276,255 Construction contracts 5,924,057 Intangible assets 1,754,423 ------------ Total assets $54,147,767 ============ LIABILITIES AND EQUITY Current liabilities Accounts payable and other payables $ 4,689,379 Accrued liabilities 3,187,523 Short-term loans payable 25,209,629 Taxes payable 820,391 Deposits from clients 1,010,132 Long-term loans payable - current portion 690,112 ------------ Total current liabilities 35,607,166 Long-term loans payable 4,427,018 ------------ Total liabilities 40,034,184 Minority interest 357,090 Equity Registered capital 1,816,425 Additional paid in capital 182,319 Retained earnings 11,503,033 Accumulated other comprehensive income 254,716 ------------ Total equity 13,756,493 ------------ Total liabilities and equity $54,147,767 ============ The notes are an integral part of the unaudited consolidated financial statements. See Review Report of Independent Registered Public Accounting Firm. F-3

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) Three months Three months Nine months Nine months ended ended ended ended September 30, September 30, September 30, September 30, ------------- ------------- ------------ ----------- 2005 2004 2005 2004 ------------- ------------- ------------ ----------- Revenues Sales revenues $18,188,425 $10,711,743 $51,184,672 $30,246,871 Cost of sales 15,300,514 9,105,659 42,683,518 25,793,987 ----------- ----------- ----------- ----------- Gross profit 2,887,911 1,606,084 8,501,154 4,452,884 Operating expenses General and administrative expenses 297,373 266,841 797,542 615,768 Operating expenses 401,293 496,066 1,093,956 1,252,472 ----------- ----------- ----------- ----------- Total operating expenses 698,666 762,907 1,891,498 1,868,240 ----------- ----------- ----------- ----------- Income from operations 2,189,245 843,177 6,609,656 2,584,644 Other income (expense) Interest income 62,725 20,601 151,994 59,626 Other income (expense) (46,852) 8,045 (50,156) 26,232 Allowances income 2,438 100,000 46,520 182,408 Exchange loss - - (42,276) - Interest expense (386,734) (289,910) (1,195,392) (839,162) ----------- ----------- ----------- ----------- Total other income (expense) (368,423) (161,264) (1,089,310) (570,896) ----------- ----------- ----------- ----------- Net income before taxes 1,820,822 681,913 5,520,346 2,013,748 Provision for income taxes 54,498 14,138 177,287 27,174 ----------- ----------- ----------- ----------- Net income after taxes 1,766,324 667,775 5,343,059 1,986,574 Minority interest in gain 4,958 4,772 24,013 14,195 ----------- ----------- ----------- ----------- Net income $ 1,761,366 $ 663,003 $ 5,319,046 $ 1,972,379 =========== =========== =========== =========== Foreign currency translation adjustment 254,716 - 254,716 - ----------- ----------- ----------- ----------- Comprehensive income $ 2,016,082 $ 663,003 $ 5,573,762 $ 1,972,379 =========== =========== =========== =========== The notes are an integral part of the unaudited consolidated financial statements. See Review Report of Independent Registered Public Accounting Firm. F-4

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) Accumulated Additional Other Registered Paid In Retained Comprehensive Capital Capital Earnings Income Total ------------ ---------- ------------- ---------- ------------ Balance December 31, 2004 $ 1,816,425 $ 182,319 $ 6,183,987 $ - $ 8,182,731 Net income for the period - - 5,319,046 254,716 5,573,762 ------------ ---------- ------------- ---------- ------------ Balance September 30, 2005 $ 1,816,425 $ 182,319 $ 11,503,033 $ 254,716 $ 13,756,493 ============ ========== ============= ========== ============ The notes are an integral part of the unaudited consolidated financial statements. See Review Report of Independent Registered Public Accounting Firm. F-5

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Nine months ended Nine months ended September 30, September 30, ----------------- ------------------ 2005 2004 ----------------- ------------------ Cash flows from operating activities: Net income $ 5,319,046 $ 1,972,379 Adjustments to reconcile net income to net cash provided by operations: Minority interest 219,812 82,788 Depreciation 453,933 311,984 Amortization 30,055 28,608 Changes in operating assets and liabilities: Accounts receivable and other receivables (4,608,438) (3,170,241) Purchase deposits (26,674) - Prepaid expense and deferred charges (146,600) (226,484) Inventories (2,762,146) 120,861 Tax refunds receivable (18,985) 125,138 Accounts payable and accrued liabilities (645,386) (629,335) Accrued liabilities 2,864,681 (140,001) Taxes payable 103,530 484,084 Deposits from clients 295,535 (1,545,166) ----------- ----------- Net cash provided by operating activities 1,078,363 (2,585,385) Cash flows from investing activities: Construction contracts (1,987,626) - Additions to fixed assets (741,326) (1,639,948) ----------- ----------- Net cash used in investing activities (2,728,952) (1,639,948) ----------- ----------- Cash flows from financing activities: Proceeds from short-term loans 16,090,077 4,080,847 Repayments on long-term loans (2,520,850) (1,270,065) ----------- ----------- Net cash provided by financing activities 13,569,227 2,810,782 ----------- ----------- Increase in cash and cash equivalents 11,918,638 (1,414,551) Effect of rate changes on cash 254,716 - Cash and cash equivalents, beginning of period 5,204,637 6,140,527 ----------- ----------- Cash and cash equivalents, end of period $17,377,991 $ 4,725,976 ============ =========== Supplemental disclosures of cash flow information: Cash paid for interest $ 1,195,392 $ 839,162 ============ =========== Cash paid for income taxes $ 85,689 $ 57,097 ============ =========== The notes are an integral part of the unaudited consolidated financial statements. See Review Report of Independent Registered Public Accounting Firm. F-6

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to item 310 of Regulation SB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2004. 1. ORGANIZATION AND NATURE OF OPERATIONS Henan Zhongpin Food Share Company Limited (the Company) is incorporated in the People's Republic of China (PRC). The Company is headquartered in Henan Province and has its corporate office 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 China and other export countries, either directly or through its subsidiaries (collectively the "Company"). Details of its subsidiaries are as follows: DOMICILE AND DATE REGISTERED PERCENTAGE Name OF INCORPORATION CAPITAL OF OWNERSHIP ---------------------------------------------------------------------------------------------------------------- Henan Zhongpin Industrial Company Limited The PRC 18,000,000 RMB 88.00% January 17, 2002 Henan Zhongpin Import and Export Trading Company The PRC 5,060,000 RMB 88.93% August 11, 2004 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION These consolidated financial statements include the accounts of 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. F-7

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) BASIS OF PRESENTATION (Continued) U.S. GAAP differs from that used in the statutory financial statements of the Company, 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 accompanying consolidated financial statements are presented in United States (US) dollars. The functional currency is the Yuan Renminbi (RMB) of the People's Republic of China. The consolidated financial statements are translated into US dollars from RMB at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation. 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. RESTRICTIONS ON TRANSFER OF ASSETS OUT OF CHINA Dividend payments by the Company are limited by certain statutory regulations in China. No dividends may be paid by the Company without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax. 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. F-8

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 equipment, accrued liabilities and the useful lives for amortization and depreciation. 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 is stated at cost, net of allowance for doubtful accounts. Based on current practice in the PRC, management provides for an allowance for doubtful accounts equivalent to those accounts that are not collected within one year. 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 made the impairment adjustments as necessary. REVENUE RECOGNITION The Company recognizes revenue as earned when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or the services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured. F-9

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. 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 Standards (SFAS) No. 109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws. The Company withholds and pays income taxes on its employees' wages, which funds the Chinese government's sponsored health and retirement programs of all Henan Zhongpin employees. For Henan Zhongpin employees, the Company was obligated to make contributions to the social insurance bureau under the laws of the PRC for pension and retirement benefits. F-10

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) REGISTERED CAPITAL Companies in the PRC are not held by stock ownership as is the case in the US. Those creating a company register and pay in a given amount of required registered capital at formation of the company, as required by laws in the PRC governing business entity formation. F-11

STRONG TECHNICAL INC. PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) SEPTEMBER 30, 2005 Strong Falcon Link Henan Henan Sale of Technical Investment Zhongpin Zhongpin Preferred Pro-Forma Pro-Forma ASSETS Inc. Limited (BVI) Food Co., Ltd Food Share Stock Adjustments Results ----------- -------------- --------------- ------------ ------------ ------------- ------------ Current assets Cash and cash equivalents $ - $ 10,000 $ 115,942 $ 17,377,991 $ 22,410,833 $ - $ 39,914,766 Trade and other receivables - - - 12,971,815 - (14,500) 12,957,315 Allowances for doubtful accounts - - - (471,816) - - (471,816) --------- --------- ------------ ------------ ------------ ------------- ------------ Net trade accounts receivable - - - 12,499,999 - (14,500) 12,485,499 Purchase deposits - - - 151,194 - - 151,194 Prepaid expenses and deferred charges - - - 238,763 - - 238,763 Inventories - - - 5,906,100 - - 5,906,100 Tax refund receivable - - - 18,985 - - 18,985 --------- --------- ------------ ------------ ------------ ------------- ------------ Total current assets - 10,000 115,942 36,193,032 22,410,833 (14,500) 58,715,307 Property, plant and equipment - - - 10,276,255 - - 10,276,255 Investment in subsidiary - - 1,816,425 - - (1,816,425) - Construction contracts - - - 5,924,057 - - 5,924,057 Intangible assets - - - 1,754,423 - - 1,754,423 --------- --------- ------------ ------------ ------------ ------------- ------------ Total other assets - - 1,816,425 7,678,480 - (1,816,425) 7,678,480 --------- --------- ------------ ------------ ------------ ------------- ------------ Total assets $ - $ 10,000 $ 1,932,367 $ 54,147,767 $ 22,410,833 $ (1,830,925) $ 76,670,042 ========= ========= ============ ============ ============ ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and other payables $ - $ - $ - $ 4,689,379 $ - $ - $ 4,689,379 Accrued liabilities - 4,500 - 3,187,523 - (4,500) 3,187,523 Short term loans payable - - - 25,209,629 - - 25,209,629 Taxes payable - - - 820,391 - - 820,391 Deposits from clients - - - 1,010,132 - - 1,010,132 Long term loans - current portion - - - 690,112 - - 690,112 --------- --------- ------------ ------------ ------------ ------------- ------------ Total current liabilities - 4,500 - 35,607,166 - (4,500) 35,607,166 Long term loans payable - - - 4,427,018 - - 4,427,018 --------- --------- ------------ ------------ ------------ ------------- ------------ Total liabilities - 4,500 - 40,034,184 - (4,500) 40,034,184 Minority interest - - - 357,090 - - 357,090 Stockholders' equity Preferred stock - - - - 6,900 - 6,900 Common stock 17,766 10,000 1,932,367 1,816,425 - (3,764,805) 11,753 Additional paid in capital (17,766) - - 182,319 22,403,933 1,938,380 24,506,866 Retained earnings - (4,500) - 11,503,033 - - 11,498,533 Accum. other comprehensive income - - - 254,716 - - 254,716 --------- --------- ------------ ----------- ------------ ------------- ------------ Total stockholders' equity - 5,500 1,932,367 13,756,493 22,410,833 (1,826,425) 36,278,768 --------- --------- ------------ ------------ ------------ ------------- ------------ Total Liabilities and stockholders' equity $ - $ 10,000 $ 1,932,367 $ 54,147,767 $ 22,410,833 $ (1,830,925) $ 76,670,042 ========= ========= ============ ============ ============ ============= ===========- See notes to unaudited pro-forma consolidated financial statements F-12

STRONG TECHNICAL INC. PRO-FORMA STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 2004 Strong Falcon Link Henan Henan Technical Investment Zhongpin Zhongpin Pro-Forma Pro-Forma Inc. Limited (BVI) Food Co., Ltd Food Share Adjustments Results ----------- -------------- -------------- ------------ ------------- ------------ Sales revenues $ - $ - $ - $ 42,787,153 $ - $ 42,787,153 Cost of sales - - - 36,669,989 - 36,669,989 ------- ------- ------- ------------ ------------- ------------ Gross profit - - - 6,117,164 - 6,117,164 Operating expenses General and administrative - - 1 1,214,365 1,214,365 Operating expenses - - - 1,844,840 - 1,844,840 ------- ------- ------- ------------ ------------- ------------ Total operating expenses - - - 3,059,205 - 3,059,205 ------- ------- ------- ------------ ------------- ------------ Income from operations - - - 3,057,959 - 3,057,959 Other income (expense) Discontinued operations 45,884 - - - (45,884) - Interest income - - - 85,854 - 85,854 Other expense - - - 31,807 - 31,807 Allowances income - - - 928,302 - 928,302 Exchange loss - - - (22,554) - (22,554) Interest expense - - - (1,208,362) - (1,208,362) ------- ------- ------- ------------ ------------- ------------ Total other income (expense) 45,884 - - (184,953) (45,884) (184,953) ------- ------- ------- ------------ ------------- ------------ Net income before taxes 45,884 - - 2,873,006 (45,884) 2,873,006 Taxes - - - 84,541 - 84,541 ------- ------- ------- ------------ ------------- ------------ Net income after taxes 45,884 - - 2,788,465 (45,884) 2,788,465 Minority interest in gain - - - 19,992 - 19,992 ------- ------- ------- ------------ ------------- ------------ Net income $45,884 $ - $ - $ 2,768,473 $ (45,884) $ 2,768,473 ======= ======= ======= ============ ============= ============ Foreign currency translation - - - - - - ------- ------- ------- ------------ ------------- ------------ Comprehensive income $45,884 $ - $ - $ 2,768,473 $ (45,884) $ 2,768,473 ======= ======= ======= ============ ============= ============ Pre-split Post-split Pro-forma basic earnings per share $ - $ 0.15 Pro-forma diluted earnings per share $ - $ 0.13 Pro-forma basic common shares outstanding 659,350,454 18,652,578 Pro-forma diluted common shares outstanding 781,304,504 22,102,578 See notes to unaudited pro-forma consolidated financial statements F-13

STRONG TECHNICAL INC. PRO-FORMA STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 Strong Falcon Link Henan Henan Technical Investment Zhongpin Zhongpin Pro-Forma Pro-Forma Inc. Limited (BVI) Food Co., Ltd Food Share Adjustments Results ----------- -------------- -------------- ------------ ------------- ------------ Sales revenues $ - $ - $ - $ 51,184,672 $ - $ 51,184,672 Cost of sales - - - 42,683,518 - 42,683,518 -------- ------- --------- ------------ ------------- ------------ Gross profit - - - 8,501,154 - 8,501,154 Operating expenses General and administrative - - 797,542 - 797,542 Operating expenses - 4,500 - 1,093,956 - 1,098,456 -------- ------- --------- ------------ ------------- ------------ Total operating expenses - 4,500 - 1,891,498 - 1,895,998 -------- ------- --------- ------------ ------------- ------------ Income (loss) from operations - (4,500) - 6,609,656 - 6,605,156 Other income (expense) Interest income - - - 151,994 - 151,994 Other expense - - - (50,156) - (50,156) Allowances income - - - 46,520 - 46,520 Exchange loss - - - (42,276) - (42,276) Interest expense - - - (1,195,392) - (1,195,392) -------- ------- --------- ------------ ------------- ------------ Total other income (expense) - - - (1,089,310) - (1,089,310) -------- ------- --------- ------------ ------------- ------------ Net income (loss) before taxes - (4,500) - 5,520,346 - 5,515,846 Taxes - - - 177,287 - 177,287 -------- ------- --------- ------------ ------------- ------------ Net income (loss) after taxes - (4,500) - 5,343,059 - 5,338,559 Minority interest in gain - - - 24,013 - 24,013 -------- ------- --------- ------------ ------------- ------------ Net income (loss) $ - $(4,500) $ - $ 5,319,046 $ - $ 5,314,546 ======== ======= ========= ============ ============= ============ Foreign currency translation - - - 254,716 - 254,716 -------- ------- --------- ------------ ------------- ------------ Comprehensive income (loss) $ - $(4,500) $ - $ 5,573,762 $ - $ 5,569,262 ======== ======= ========= ============ ============= ============ Pre-split Post-split Pro-forma basic earnings per share $ 0.01 $ 0.28 Pro-forma diluted earnings per share $ 0.01 $ 0.24 Pro-forma basic common shares outstanding 659,350,454 18,652,578 Pro-forma diluted common shares outstanding 781,304,504 22,102,578 See notes to unaudited pro-forma consolidated financial statements F-14

STRONG TECHNICAL INC. NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2005 1. BASIS OF PRESENTATION The unaudited pro-forma consolidated financial statements include the accounts of Strong Technical Inc. (Strong), Falcon Link Investment Limited (Falcon), Henan Zhongpin Food Co., Ltd. (ZP Limited) and Henan Zhongpin Food Share Company Limited (ZP Share). Strong acquired Falcon in a stock exchange on January 30, 2006 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. Prior to that, Falcon acquired ZP Limited on September 26, 2005 and ZP Limited acquired ZP Share on May 30, 2005. The transaction whereby Strong acquired Falcon is a recapitalization of Falcon. The other acquisition transactions constitute transfers under common control and are accounted for as recapitalizations, in which ZP Share is treated as the accounting acquirer and all adjustments are made through paid-in-capital. Thus, the financial statements will be primarily those of ZP Share with the adoption of the capital structure of Strong. Strong is the registrant, a Delaware corporation established on February 4, 2003. Strong has a fiscal year end of June 30, and currently has no operations other than the acquisition of Falcon on January 30, 2006. The balance sheet of Strong on September 30, 2005, as filed with Form 10-QSB, contained no assets and no liabilities. The balance sheet of Strong as of September 30, 2005 is presented in the pro-forma consolidated balance sheet. The statement of operations of Strong for the year ended June 30, 2005, as filed with Form 10-KSB is presented in the pro-forma consolidated statement of operations for the year ended December 31, 2004. The income from discontinued operations will be non-recurring, and has therefore been eliminated as a pro-forma adjustment. The statement of operations of Strong for the three months ended September 30, 2005, as filed with Form 10-QSB indicated no revenues or expenses, and is presented in the pro-forma consolidated statement of operations for the nine months ended September 30, 2005. Falcon was incorporated in the British Virgin Islands on July 21, 2005 for the sole purpose of acquiring and holding ZP Limited, and has no other operations. The unaudited accounts of Falcon as of September 30, 2005 are included in the pro-forma consolidated balance sheet. Falcon did not exist in 2004 and therefore, no revenues or expenses are shown for the year ended December 31, 2004. Falcon had no revenues and only minimal expenses for the period from its inception to September 30, 2005. Accordingly, those expenses are included on the pro-forma consolidated statement of operations for the nine months ended September 30, 2005. ZP Limited was incorporated in the People's Republic of China (the PRC) on May 20, 2005 for the sole purpose of acquiring and holding ZP Share, and has no other operations. The unaudited accounts of ZP Limited as of September 30, 2005 are included in the pro-forma consolidated balance sheet. ZP Limited did not exist in 2004 and therefore, no revenues or expenses are shown for the year ended December 31, 2004. ZP Limited had no revenues or expenses for the period from its inception to September 30, 2005. Accordingly, none are shown on the pro-forma consolidated statement of operations for the nine months ended September 30, 2005. F-15

STRONG TECHNICAL INC. NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2005 1. BASIS OF PRESENTATION (Continued) ZP Share was incorporated in November of 1997 in the People's Republic of China (the PRC), and is in the business of producing and selling pork, pork products, vegetables and other grocery products within the PRC either directly or through its subsidiaries, Henan Zhongpin Industrial Company Limited and Henan Zhongpin Import and Export Trading Company. ZP Share's unaudited consolidated balance sheet as of September 30, 2005 is included in the pro-forma consolidated balance sheet. ZP Share's audited consolidated statement of operations for the year ended December 31, 2004 is included in the pro-forma consolidated statement of operations for the year ended December 31, 2004, and its unaudited consolidated statement of operations for the nine months ended September 30, 2005 is included in the pro-forma consolidated statement of operations for the nine months ended September 30, 2005. 2. PRO-FORMA ADJUSTMENTS The pro-forma adjustments on the pro-forma consolidated balance sheet eliminate related party receivables against corresponding related party payables. There are also entries to eliminate investments in subsidiary accounts and to adjust common stock and additional paid in capital accounts to the capital structure of Strong. The consolidating entries on the pro-forma consolidated statement of operations for the year ended December 31, 2004 eliminate the effect of non-recurring income from discontinued operations. 3. SALE OF PREFERRED STOCK In conjunction with the acquisition of Falcon by Strong, 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, each convertible into 35.349 (1 post-split) common shares, and five year warrants to purchase an additional 35.349 (1 post-split) common shares at a purchase price of $0.1414467 ($5.00 post split) per share. 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. Gross proceeds from the sale totaled $27,600,000 and costs of issuance totaled $5,189,167, resulting in net proceeds to the Company of $22,410,833. F-16

STRONG TECHNICAL INC. NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2005 4. SUBSEQUENT REVERSE STOCK SPLIT 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, and outstanding warrants were reduced from 121,954,050 common shares to 3,450,000, exercisable at $5.00 per share. Accordingly, pro-forma earnings per share have been included in these financial statements to show both pre-split and post-split earnings per share. 5. EARNINGS PER SHARE According to the dividend feature of the Series A Preferred Stock, dividends are not to be paid to common shareholders 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. Consequently, the outstanding conversion rights of the preferred shares have been added to the denominator in calculating basic earnings per share. A reconciliation of the numerators and denominators used in calculating pre-split and post-split basic and diluted earnings per share is contained in the following table. Pre-split Post-split 2005 2004 2005 2004 ---- ---- ---- ---- NUMERATOR FOR BASIC AND DILUTED EPS Net income to common stockholders $ 5,314,546 $ 2,768,473 $ 5,314,546 $ 2,768,473 ============ ============ =========== =========== DENOMINATORS FOR BASIC AND DILUTED EPS Common stock outstanding at recapitalization 415,442,354 415,442,354 11,752,578 11,752,578 Add: Series A Preferred conversion rights 243,908,100 243,908,100 6,900,000 6,900,000 ------------ ------------ ----------- ----------- DENOMINATOR FOR BASIC EPS 659,350,454 659,350,454 18,652,578 18,652,578 ============ ============ =========== =========== Add: Outstanding stock warrants 121,954,050 121,954,050 3,450,000 3,450,000 ------------ ------------ ----------- ----------- DENOMINATOR FOR DILUTED EPS 781,304,504 781,304,504 22,102,578 22,102,578 ============ ============ =========== =========== EPS - Basic $ 0.01 $ - $ 0.28 $ 0.15 ------------ ------------ ----------- ----------- EPS - Diluted $ 0.01 $ - $ 0.24 $ 0.13 ------------ ------------ ----------- ----------- F-17