10-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

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

             FOR THE TRANSITION PERIOD FROM ______________ TO ______________.

                         COMMISSION FILE NO. 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)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                      NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                                      NONE

- --------------------------------------------------------------------------------

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

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

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 90 days. Yes |X|   No | |



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |X|

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|

On March 15, 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.

The aggregate market value of the voting stock held by non-affiliates as of June
30, 2005 was approximately $3,443,715. The aggregate market value of the voting
stock held by non-affiliates as of March 15, 2006 was approximately $62,776,662.

Documents Incorporated by Reference: None

                                       2


                                TABLE OF CONTENTS

                                     PART I

Item 1.    Business
Item 1A.   Risk Factors
Item 1B.   Unresolved Staff Comments
Item 2.    Properties
Item 3.    Legal Proceedings
Item 4.    Submission of Matters to a Vote of Security Holders


                                     PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters
           and  Issuer Purchases of Equity Securities
Item 6.    Selected Financial Data
Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
Item 8.    Financial Statements and Supplementary Data
Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure
Item 9A.   Controls and Procedures
Item 9B.   Other Information


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant
Item 11.   Executive Compensation
Item 12.   Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters
Item 13.   Certain Relationships and Related Transactions
Item 14.   Principal Accountant Fees and Services


                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules


                                   SIGNATURES




         THE STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS
ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 WITH RESPECT TO OUR FINANCIAL CONDITION, RESULTS
OF OPERATIONS AND BUSINESS, WHICH 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 WISHES TO CAUTION THE READER OF THE FORWARD-LOOKING
STATEMENTS THAT SUCH STATEMENTS, WHICH ARE CONTAINED IN THIS REPORT, REFLECT OUR
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 OUR OPERATIONS, MARKETS, GROWTH, SERVICES, PRODUCTS, LICENSES
AND OTHER FACTORS DISCUSSED IN OUR 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 US,
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 OUR ACTUAL RESULTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY US IN THOSE
STATEMENTS. SOME OF THESE RISKS ARE DESCRIBED IN "RISK FACTORS" IN ITEM 1A OF
THIS REPORT.

         THESE RISK FACTORS SHOULD BE CONSIDERED IN CONNECTION WITH ANY
SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT WE OR PERSONS ACTING
ON OUR BEHALF MAY ISSUE. ALL WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS MADE IN
CONNECTION WITH THIS REPORT THAT ARE ATTRIBUTABLE TO US OR PERSONS ACTING ON OUR
BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THESE CAUTIONARY STATEMENTS.
GIVEN THESE UNCERTAINTIES, WE CAUTION INVESTORS NOT TO UNDULY RELY ON OUR
FORWARD-LOOKING STATEMENTS. WE DO 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 OUR INTENTIONS CONTAINED IN THIS DOCUMENT IS A
STATEMENT OF OUR 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 OUR ASSUMPTIONS AS OF
SUCH DATE. WE MAY CHANGE OUR INTENTIONS, AT ANY TIME AND WITHOUT NOTICE, BASED
UPON ANY CHANGES IN SUCH FACTORS, IN OUR ASSUMPTIONS OR OTHERWISE.

                                     PART I

         In this Annual Report on Form 10-K, we will refer to Zhongpin Inc., a
Delaware corporation, as "our company," "we," "us," and "our."

ITEM 1. - BUSINESS

OVERVIEW

         We are principally engaged in the meat and food processing business in
The People's Republic of China (the "PRC"). In 2005, we were one of the top 151
national agricultural industrial enterprises in the PRC and, in terms of
revenue, were ranked the eighth largest producer in the national meat industry.
Our five processing plants, which are located in Henan Province in the PRC, have
a total of seven production lines with an aggregate processing capacity of
approximately 300 metric tons per day. We also have recently begun the
production and sale of vegetables and have contracts with more than 120 farms in
Henan Province and nearby areas to produce high-quality vegetable varieties and
fruits suitable for export purposes. Our products are sold under the "Zhongpin"
and "Shengpin" brand names.



         The PRC is the largest food consuming nation in the world and is the
world's largest pork producer and consumer. The meat and meat processing
industry in the PRC is regarded by the central government as a "key" industry
and certain participants in the industry receive special tax incentives and
technology subsidies. In 2004, domestic demand for meat and related products
totaled 72,360,000 metric tons and is expected to reach 100,000,000 metric tons
by 2010. The total domestic production value of meat and related products in
2004 was US$84 billion and the estimated production value in 2010 is expected to
be US$120 billion. Domestic per capita meat consumption was estimated to be
approximately 49 kg in 2004 and is expected to increase to 70-80 kg by 2010. Per
capita consumption in urban areas is twice the amount of the national average.

         Our 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. We also sell
directly to over 2,000 retail outlets, including supermarkets, within the PRC.

         To differentiate our company from other market incumbents, we also have
successfully implemented a unique retail strategy that includes the
establishment of a network of showcase stores, branded network stores and
supermarket counters that are exclusive retailers of our product lines. At March
15, 2006, we had a total of 69 showcase stores, 528 network stores and 1,514
supermarket counter locations.

         We believe we are a market leader in the meat and meat products
industry in the PRC and that the principal strengths of our company are as
follows:

         o   We have a unique, vertically-integrated fresh meat, meat products,
             fresh produce and fruit supply chain from farming, slaughtering,
             cutting, processing and wholesaling to retailing;

         o   We have a wide distribution network through major areas of the PRC;

         o   The "Zhongpin" and "Shengpin" brand names are well recognized in
             major areas of the PRC as established and leading brands;

         o   We have advanced production equipment for the packaging of meat and
             food;

         o   Our customers include some of the largest supermarket chains, such
             as Lianhua Supermarket Group, Carrefour China and Metro (China)
             Group;

         o   We have superior logistics management and efficient delivery system
             that utilizes over 60 temperature-controlled container trucks and
             public railway services;

         o   Our experienced management team, led by our founder and Chairman,
             Mr. Zhu Xianfu, has demonstrable ability to grow and expand our
             business;

         o   We have an emphasis on quality assurance systems;

         o   We have a comprehensive brand building strategy and brand equity
             management;

                                       2


         o   We have innovative product development, with more than 100 new
             products now under development;

         o   We have experienced average annual revenue growth of 81%
             (cumulative growth of 322%) and average annual profit growth of
             138% (cumulative growth of 553%) from 2001 through 2005; and

         o   We have a proven growth strategy.

DEVELOPMENT OF BUSINESS

         We are a holding company and conduct substantially all of our
production, marketing, finance, research and development, and administrative
activities through our indirect subsidiary, Henan Zhongpin Food Share Co., Ltd.,
a company established in the PRC ("Henan Zhongpin"). Henan Zhongpin was
established in 1993 as a state-owned meat processing factory from a spin off of
a larger state-owned enterprise. In 1997, certain members of our current
management team purchased the business in connection with a privatization scheme
and restructured the enterprise under the name Changee Zhongpin Food Industry
Co., Ltd. as a privately-held entity with six shareholders. In 2000, Henan
Zhongpin's corporate name was changed to "Henan Zhongpin Food Share Co., Ltd.,"
and, in order to comply with regulations under Chinese law regarding the use of
the word "Share" in Henan Zhongpin's corporate name, Henan Zhongpin Food Co.,
Ltd. was incorporated as wholly-owned foreign enterprise ("WOFE"). In 2001,
Henan Zhongpin purchased Yanling Meat Factory and established a share-holding
subsidiary company, Henan Zhongpin Industry Co., Ltd. In 2004, Henan Zhongpin
established a subsidiary company, Henan Zhongpin Imports and Exports Trade Co.,
Ltd., to conduct its international business operations.

         To enable Henan Zhongpin Food Co., Ltd. to raise equity capital from
investors outside of the PRC, on July 21, 2005, Henan Zhongpin established a
holding company by incorporating Falcon Link Investment Limited ("Falcon Link")
in the British Virgin Islands. On September 15, 2005, Falcon Link acquired all
of the equity interests in Henan Zhongpin Food Co., Ltd., which is the
controlling shareholder of Henan Zhongpin.

         We were incorporated in the State of Delaware under the name "Strong
Technical, Inc." on February 4, 2003. Prior to March 30, 2005, we had been
engaged in the business of supplying skilled workers and engineering
professionals (engineers, designers and draftspersons) to businesses on a
temporary basis. On March 30, 2005, we discontinued our operations and continued
as a public "shell" corporation with no significant revenues or assets as we
attempted to develop various business opportunities. On January 30, 2006, we
acquired all of the outstanding shares of Falcon Link in exchange for the
issuance by us of restricted shares of our common stock to the shareholders of
Falcon Link. As a result of that transaction, which is commonly referred to as a
"reverse acquisition," Falcon Link became our wholly-owned subsidiary and we
changed our corporate name to Zhongpin Inc.

                                       3


         Our corporate organizational chart is set forth below.


                               [GRAPHIC OMITTED]


- ------------
(1)      Under the laws of the PRC, Henan Zhongpin is required to have at least
         five individual shareholders to use the word "share" in its corporate
         name. In connection with the formation of Henan Zhongpin, each of the
         individual shareholders of Henan Zhongpin irrevocably assigned to Henan
         Zhongpin Food Co., Ltd. all of the economic benefits to which he is or
         may be entitled as a shareholder of Henan Zhongpin.

AVAILABLE INFORMATION

         We maintain a corporate website with the address www.zhongpin.com. We
have not incorporated by reference into this Report on Form 10-K the information
on any of our websites and you should not consider any of such information to be
a part of this document. Our website addresses are included in this document for
reference only. We make available free of charge through our corporate website
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, and amendments to these reports, through a link to the
EDGAR database, as soon as reasonably practicable after we electronically file
such material with, or furnish such material to, the Securities and Exchange
Commission.

INDUSTRY OVERVIEW

         THE MEAT INDUSTRY IN THE PRC. The market for pork in the PRC is the
largest in the world, accounting for more than 50% of global production and
consumption. In value terms, the PRC's overall meat industry is the second
largest sector in the country's entire retail food market basket. The vast
majority of meat sales in the PRC continue to take place in free wet markets,
most of which are to be found in open-air markets or on streets. These markets
provide a venue through which the customer can buy live poultry or freshly
slaughtered meat produce direct from local farmers.

                                       4


         The meat industry in the PRC is characterized by fragmentation,
sanitation and hygiene issues, as well as social demographic trends. The meat
industry is highly fragmented, where supply is extremely localized with limited
distribution capability. The PRC's vast geography and under-developed transport
infrastructure have made it impossible to create national or even regional level
competition in the industry and thus, there are no genuine market leaders.

         In 2004, the meat sector (fresh, frozen and processed) made up 13.23%
of the total value of the PRC's retail food market basket, a proportion that has
remained relatively constant. The total retail value of the PRC's fresh meat
sector was approximately RMB313.33 billion (US$37.86 billion) in 2004. The fresh
meat sector continues to dominate the total meat and meat products market, which
registered a value of RMB334.96 billion (US$40.47 billion) in 2004. Social and
demographic trends have dictated a switching of consumer preference from
processed meat in the earlier decades to a growing demand for frozen and
fresh/chilled meat.

         Factors which instituted this structural change include:

            o   Increasing demand and ownership in the PRC of household
                appliances, especially refrigerators and microwave ovens. By the
                early 1990's, the penetration rate for household ownership of
                refrigerators was close to 100% in many major cities, depending
                on the economic prosperity of the region.

            o   Improvements in hygiene, sanitation, as well as the
                establishment of the cold chain infrastructure have elongated
                the wholesale and retail process. The cold chain infrastructure
                refers to the complex network of processes and services used to
                transport and preserve edible products in a controlled
                temperature environment. Modern preparation and storage methods
                have resulted in longer life cycles for frozen and fresh/chilled
                meat products. Superior taste and nutrition, aided by the cold
                chain infrastructure have allowed fresh/chilled and frozen meat
                products to become preferences for today's consumers in the PRC,
                at the expense of highly processed meat products.

            o   Increases in per capital income as well as a proportionate share
                of such increase spent on food. In the PRC, roughly one-third of
                every new dollar of income is spent on food, and meat is a major
                target for much of the new spending.

            o   The PRC's new middle class, defined as those with annual incomes
                of at least 40,000 RMB (US$5,000), numbered approximately 60
                million people in 2002 and is expected to climb sharply to 160
                million by 2010.

         THE RETAIL MEAT MARKET. Total volume sales of fresh and processed meat
and meat products in the PRC increased to 25.69 million tons (23.30 million
metric tons) in 2004, which represented an increase of approximately 46.74% from
1998 sales levels. As the market matures, total growth is expected to continue
its slowdown, eventually settling at approximately 5-6% per annum in volume
terms. Consumption volumes are likely to increase as more consumers reach a
standard of living that enables them to eat meat and meat products at home on a
more frequent basis.

         In 2004, the meat and meat products sector in the PRC accounted for
13.23% of the national retail food market basket in terms of value, which was
second only to the vegetable sector. Prior to the economic reforms that
commenced in the PRC in 1978, meat was traditionally eaten in the PRC only

                                       5


when money could allow, or on special occasions. As a result, as recently as 25
years ago, regular meat consumption was out of the reach of approximately 200
million people living under the absolute poverty line. The introduction of
economic reforms in the PRC in the late 1970s has allowed the number of citizens
living under absolute poverty levels to decline to less than 50 million
individuals. This has enabled more consumers to enjoy meat on a regular basis.
In the cities, most consumers can afford to eat meat at any time without regard
to cost.

         As a result, not only are more people buying fresh meat in the PRC, but
there also is increasing demand for a wider range of processed meat products.
The market has quickly evolved to meet this demand, helped by the emergence and
spread of efficiently managed grocery and retail chains - notably supermarkets,
convenience stores and hypermarkets.

         The retail market for fresh and processed meat and meat products in the
PRC has grown strongly over the past ten years due, primarily, to the following
key factors:

            o   Increased consumer spending power, which has lead to raised
                consumer aspirations and the ability of consumers to make more
                frequent purchases of fresh and processed meat and meat
                products, as well as purchases of more expensive products;

            o   Rationalization and consolidation of the PRC's domestic industry
                has improved industry productivity and profitability, and has
                raised the level of market supply;

            o   Development of more integrated distribution systems and
                infrastructure throughout the PRC, which has lead to better
                distribution around the country from manufacturer to retailer;
                and

            o   Increased market penetration of more organized retail outlets
                with chilled and frozen produce display cabinets which, in turn,
                has created a larger overall outlet for fresh and processed meat
                and meat products.

         These factors have led not only to increased consumer demand, but also
to improvements in the ability of meat processors and distributors to get their
products to consumers in fresher condition. The meat processors also have helped
to increase demand by improving the variety of products they are able to supply.

BUSINESS STRATEGY

         Our long-term business strategy is to establish our company as the
leading provider of meats and fresh foods in the PRC. Our goal is to increase
our market presence and to provide our customers with the highest quality,
freshest, healthiest, most nutritious and safest meat and food products. The key
elements of our growth strategy include the following:

         INCREASE OUR BRAND RECOGNITION. We believe sustainable growth can best
be achieved through a recognizable brand name, and we are focused on building
the best nationally-known brand name in the food business in the PRC. We intend
to invest heavily in building our Zhongpin brand as a unique identity and to
position our brand platform to create the perception and image of "HEALTH,
NUTRITION, FRESHNESS AND QUALITY" in the minds of our customers.

                                       6


         We intend to build our brand by building a comprehensive brand
awareness program that will focus on advertising and promotion, pricing
strategies, distribution channels and packaging design and functionality. In
addition, in order to differentiate the quality of our products from those of
our competitors and to help foster strong brand recognition with consumers, we
have supplemented our wholesale distribution channels by establishing and
implementing a network of specialty, high-end boutique grocery stores to
showcase our meat, vegetable and fruit products. At March 15, 2006, we had 69
showcase stores, 528 network stores and 1,514 "Zhongpin" supermarket counters.
We believe our retail stores will help create additional brand awareness that
will benefit our wholesale customers and will showcase all of our products in a
manner that will provide the consumer with a broader view of our strategies and
goals.

         EXPAND OUR MARKET PRESENCE. In the PRC, the pork industry is highly
fragmented and supply is extremely localized with limited distribution
capability. The vast geography and under-developed transportation infrastructure
in the PRC have made it difficult to create national or even regional
competition in the meat and fresh foods industry, and no genuine market leaders
have emerged.

         We regard our logistics capabilities as the keystone to our growth
strategy and believe our comprehensive plan for logistics management, which
includes the integration and coordination of our transportation, warehouse
management and inventory control systems, as well as the integration of our
marketing and manufacturing efforts, will enable us to accelerate our growth by
expanding our operations across the PRC and internationally. At March 15, 2006,
we operated sales offices and warehouses in over 50 cities in the PRC, including
Shanghai, Beijing, Guangzhou, Zhengzhou, Wuhan and Xi'an. We plan to expand our
network of sales offices and warehouses in up to ten additional cities in the
PRC by the end of 2006, and are targeting cities with over 1,000,000 residents,
annual per capita income exceeding 10,000 RMB ($1,245) and good infrastructure,
including transportation, telecommunications and a positive commercial
environment.

         We may also pursue an acquisition strategy to increase the number or
type of products we offer, increase our manufacturing or production
capabilities, acquire animal or agricultural farms to strengthen our sources of
supply, or broaden our geographic reach and our ability to sell and distribute
products in domestic and overseas regions in which we do not currently transact
business. We believe the industry in which we operate is highly fragmented and
that significant opportunities are available to a business that can consolidate
production and sales capabilities and the resources of a number of existing
producers in the fresh meat and produce markets, including the cost savings that
are inherent in a vertically integrated business.

         EXPAND OUR PRODUCT LINES. At March 15, 2006, our product line included
over 150 unique meat products and over 20 different categories of vegetables and
fresh fruits. In 2000, we established a research and development center to help
us develop new processing technologies and food products. We also work with over
50 unaffiliated scientists and experts who act as our outside technical
consultants in the development of new processes and products. Our strategic
planning and marketing departments also conduct market studies, seek to spot
developing trends in the meat and fresh foods industries and evaluate the
ever-changing consumer consumption patterns in the PRC. We intend to strengthen
our market position and accelerate our growth by introducing new lines of low
temperature meat products with a view to maintaining customer interest and
creating new demand. We also believe the introduction of new products will
broaden our product range and make it more difficult for new competitors to
enter the market or to attain significant sales or market share upon entry into
the market. At March 15, 2006, we had more than 100 new products under
development.

                                       7


         MAINTAIN OUR TECHNOLOGICAL SUPERIORITY. We have pursued an integrated
approach in designing our operations and have formulated a strategy to address
the current issues in the meat and fresh foods industry in the PRC, such as
hygiene, sanitation and distribution capability, that have hindered the
development of national brands by the larger incumbents in the industry. We have
purchased state-of-the-art equipment and installed production lines with the
most current technology in our processing plants. In addition, our advanced
information technology capability furnishes management with real time
information flow that enables all of our functional departments, including
marketing, sales, strategic planning, logistics management, procurement, retail,
trading and export, to exploit and utilize timely information on pricing,
demand, transportation and inventory levels. We believe our logistics management
capabilities also provide us a competitive advantage by allowing us to implement
significant modifications in our logistics systems on a quick response basis.
With feedback from our marketing and sales teams, procurement department and
strategic planning group, we can modify our systems in response to changes in
the marketplace, competition, government regulations and technology, such as the
use of bar codes and electronic interchange to enhance the speed and accuracy of
information.

OUR PRODUCTS

OUR PORK PRODUCTS.

         The chilled and frozen pork products we produce are sold as various
cuts of meat, such as the shoulder, the ribs, the loin or the leg. Other parts
of the pig, such as the head, ears, trotters and internal organs, have a ready
market in the PRC and are also distributed and sold by us.

         The pork products produced by our abattoirs are sold to a wide variety
of customers, such as meat and food distributors, wholesalers and importers,
food and food processing companies and markets and supermarkets. Our pork
products are distributed and sold locally in the domestic market and also are
exported.

         CHILLED PORK. In our production of chilled pork, meat is chilled but
not frozen at a temperature of between 32o F (0oC) and 39.2 oF (4oC),
immediately after it is cut and packed, and thereafter maintained at that
temperature during storage or transportation. This serves to preserve the
freshness and quality of the meat. Chilled pork will usually have to be consumed
within one week from the time of slaughter.

         While chilled pork generally is more costly than frozen pork, our
market research indicates a trend among customers toward chilled pork and away
from frozen pork. Most of the chilled pork we produce is distributed and sold to
domestic customers who comprise mainly fresh food distributors and wholesalers,
markets and supermarkets located in the cities of Henan Province and 19 other
provinces in which our products are sold.

         FROZEN PORK. In the production of our frozen pork, the meat is frozen
at -31oF (-35oC) to -40oF (-40oC) for 48 hours, after which it is stored or
transported at a constant temperature of between -0.4oF (-18oC) to -13oF
(-25oC). Generally, frozen pork can be kept for about six months from the time
of slaughter. Frozen pork is cheaper relative to chilled pork at the retail
level. Food and food processing companies usually require frozen pork in their
production of processed meats such as luncheon meat and canned, stewed meat. In
the PRC, most of the pork sold in markets, supermarkets and restaurants is
frozen. The domestic customers for our frozen pork include food processing
companies and food distributors.

                                       8


         PIG BY-PRODUCTS & VARIETY MEATS. Pig heads, ears and trotters and the
internal organs, such as the kidneys, livers, stomachs and intestines, are
commonly used in Chinese cuisine and therefore have a ready market. We usually
sell these by-products and variety meats to domestic customers. These items are
also sold to food processing companies to be used as raw materials for other
meat and meat-based products.

         PREPARED MEATS. We also produce our own brand of prepared meats, such
as sausages, hams and Chinese cured hams, as well as five categories of
quick-freeze prepared meats consisting of more than 100 items.

OUR FRUIT AND VEGETABLE PRODUCTS.

         We contract with more than 120 farms in Henan Province and nearby areas
to produce high quality vegetable varieties and fruits suitable for export
purposes. We have contracted with farms close in proximity to our operations to
ensure freshness from harvest to processing. The farms are relatively small,
ranging in size from 24.7 acres to 123.5 acres (10-50 hectares), with the
largest being approximately 1,358.5 acres (550 hectares). We contract to grow
more than 20 categories of vegetables and fruit, including asparagus, sweet
corn, broccoli, mushrooms, lima beans and strawberries. In recent years, we have
worked closely with the Henan Academy of Agricultural Sciences in the PRC to
improve the yield and quality of crops.

         Since 2001, we have been contracting with farms to produce selected
vegetables and fruits. Our technicians are sent to candidate farms to test the
soil and water quality and to evaluate local climatic conditions. Vegetables and
fruit grown at the candidate farms are evaluated in our laboratories. If the
quality of the farm products meets our standards, we enter into a contract with
the farm. Seeds, fertilizer and pesticides will be provided to the contracted
farm. During the growing season, the vegetables or fruit at the contracted farms
are monitored and tested. At harvest, produce is tested and purchased based on
product criteria stated in the contract.

MANUFACTURING AND PRODUCTION

         We own and operate two abattoirs, one in Changge City, Henan Province
and the other in Yanling, Henan Province, to carry out the business of
slaughtering pigs and the production and sale of chilled and frozen pork
products. The abattoirs have cold storage facilities in which the meat is kept
prior to being transported to our customers. The current aggregate production
capacity of the two abattoirs is 220.05 tons (200 metric tons) per eight-hour
day. We also have an additional 110.25 ton (100 metric ton) daily capacity
available to us through contract abattoirs operating within our quality
assurance standards.

         We procure pigs from local pig farms and breeders located in the
vicinity of Changge City, Henan Province. All the pigs we purchase for
slaughtering in our abattoirs must have all the health certificates issued by
the relevant authorities in the PRC to ensure that the pigs have been under
strict and consistent supervision during the rearing period and are in good
health when they are purchased by us. In addition, the pigs slaughtered in our
abattoirs are also subject to inspections by our own team of certified
veterinarians.

         PRODUCTION OF CHILLED & FROZEN PORK PRODUCTS. Our veterinarians ensure
that only healthy pigs are slaughtered at our abattoirs. We maintain all of the
required licenses and certificates from the relevant central and local
government authorities with regard to our pork production business. In May 2002,
we were awarded ISO 9001 certification that covers our production, research and
development and sales activities. The ISO 9001 certification indicates that our
abattoirs and pork production operations comply

                                       9


with international standards of quality assurance established by the
International Organization of Standardization. All of our production lines have
also passed HACCP (Hazard Analysis and Critical Control Point) under GMP (Good
Manufacturing Practice) and SSOP (Sanitation Standard Operating Procedure in the
PRC).

         When pigs arrive at the abattoirs, our certified veterinarians,
together with the local Animal Husbandry Department inspectors, conduct a
physical inspection of the pigs to ascertain whether they are fit for human
consumption. Blood and urine samples are obtained from a random sample of pigs
which are tested for disease. The pigs are then weighed and are quarantined for
approximately 24 hours during which only water is provided to the pigs.

         After the quarantine period has passed, we conduct another physical
inspection of the pigs. This physical inspection is conducted jointly with the
inspectors from the Animal Husbandry Department. Pigs that are found fit for
human consumption will be slaughtered while those found to be deficient are
immediately culled. We shower the pigs with water before and after slaughter to
clean them. Instruments used for slaughtering and cutting up the carcasses are
sterilized several times a day.

         Quality control checks are conducted at all production stages to detect
and remove meat that is spoiled or has been infected by bacteria. The appearance
of the skin, internal organs and the meat itself are subject to physical
observation and laboratory testing to see if the pig is diseased. Every pig that
is slaughtered in our abattoirs is assigned a serial number so that a trace can
be run on any processed pig. All of these quality control checks are conducted
by our veterinarians and quality control staff.

         A high level of hygiene is maintained at our abattoirs. Anyone,
including staff and visitors, who enter the abattoirs must first put on
protective clothing and be sterilized with disinfectant. All packaging materials
used for meat must also be sterilized.

         At March 15, 2006, a total of 70 employees worked in our quality
assurance program. They consisted of nine quality control engineers and 61
staff. The quality control laboratory meets and exceeds all standards set by the
authorities and relevant agencies in the PRC.

         STORAGE AND TRANSPORTATION OF PORK PRODUCTS. The pork products from
freshly slaughtered pigs at our abattoirs are blast frozen after slaughtering to
prevent deterioration of the meat caused by bacteria or chemical changes. Frozen
meat is stored in cold storage facilities at a temperature of between -9.4oF
(-23oC) and -0.4oF (-18oC) for 24 hours before being transported. Chilled meat
is chilled to between 32oF (0oC) and 39.2oF (4oC) before being transported to
customers. The chilled and frozen pork are maintained within the requisite
temperature ranges, during subsequent handling, transportation and distribution
to retain freshness and to prevent deterioration of the meat.

MARKETING AND DISTRIBUTION

         We have sales offices and warehouses in 50 cities in the PRC, extending
from Henan Province, in which our headquarters is located, to South China, East
China, North China and the South midland of the PRC. We plan to further expand
our network of sales offices and warehouses in 50 other cities in the PRC by the
end of 2006 in order to meet consumer demand.

         We market our pork products through a sales team and a network of
agents in 20 provinces throughout the PRC. The sales team is responsible for
securing orders for our pork products, maintaining and building relationships
with existing customers and for securing new customers. Our sales team is

                                       10


also involved in identifying new markets in line with the existing customer base
and our geographical expansion plans.

         Our sales teams travel to major cities in the PRC, such as Shanghai,
Beijing, Wuhan and Zhengzhou, to market and sell our pork products to wholesale
markets and selected retail chains in those cities. We usually transport pork
products by refrigerated trucks. Railroads are used for transporting pork
products to those cities that are located at a distance from our operations
center in Changge City, Henan Province.

         In addition, our sales teams travel and market pork products,
vegetables and fruits to potential customers in Europe, Russia, the United
States, Hong Kong and selected countries in Asia. During the years ended
December 31, 2003, 2004 and 2005, we exported approximately 1,645 tons (1,672
metric tons), 2,588 tons (2,630 metric tons) and 4,011 tons (4,076 metric tons),
respectively, of pork products, and 571 tons (580 metric tons), 846 tons (860
metric tons) and 1,102 tons (1,120 metric tons), respectively, of vegetables and
fruits, which collectively accounted for approximately 10.4%, 11.5% and 10.4%,
respectively, of our total revenues for such periods.

         We also sell directly to selected chains and independent resellers.
Some of the major selection criteria we employ to screen resellers are as
follows:

            o   Market potential of the reseller's location;

            o   Competitiveness of the local market;

            o   Location and coverage;

            o   Traffic density; and

            o   Credibility of the operator and market development capacity.

RETAIL OPERATIONS

         We have successfully established a unique, vertically-integrated fresh
meat and meat products supply chain from farming, slaughtering, cutting,
processing and wholesaling to retailing via an exclusive network of showcase
stores, network stores and supermarket brand counters. We believe our unique
business model differentiates our company from other major national meat and
meat products producers in the PRC. We have supplemented our wholesale channels
by establishing a unique retail network to establish a second sales channel
while minimizing channel conflict. We believe that by broadening awareness of
our entire product line, our retail stores will help drive the revenues of all
of our business lines, including the revenues of the retailers that are
wholesaling portions of our product line.

         Our advertising also generally promotes our brands rather than a
particular store, in an effort to drive business to every retailer that carries
our products and not just to our network of retail stores. The Company's
marketing goals are not designed to take business from the supermarkets or other
partners of our company, but to increase the overall number of buyers of our
branded products.

         SHOWCASE STORES. Based on market research and evolving consumption
trends, we have taken a customer-driven marketing approach and have focused on a
core customer segment that consists of the new middle class in the PRC, which
generally includes the rapidly increasing number of middle class households with
annual income above RMB40,000 (U.S.$5,000). We believe this consumer segment has

                                       11


disposable income and a willingness to spend on quality goods and services. A
study conducted by MasterCard International concluded the middle-class segment
of the PRC numbered approximately 60 million people in 2002 and is expected to
climb sharply to 160 million people by 2010. As a result, we are pursuing a
first-mover advantage and have developed the concept of high-end specialty
boutique grocery chain stores to offer our products and other merchandise for
the convenience of a typical two-income, middle-class family that shops daily
after work.

         The showcase stores are designed to highlight all of our products, as
well as to provide customers with a broad view of our strategies and goals. At
March 15, 2006, there were 69 showcase stores, most of which were located at
"Main & Main" locations in major cities within Henan Province. The showcase
stores are owned and operated by independent operators, but share the same
design and physical layout, and are managed in accordance with our operating
procedures. All employees of these stores are required to undergo our vigorous
three-month training program. In addition, we establish the merchandising and
pricing policies of these stores. On average, approximately 90% of all revenues
generated in these stores are derived from sales of our products.

         NETWORK STORES. In addition to the showcase stores, we sell products
through network stores that are owned and operated by independent operators. At
March 15, 2006, there were 528 network stores that were generally located in the
larger cities in Henan Province and adjoining provinces. We provide the
operators of the network stores standardized physical designs and layouts for
each store, and the operators of the network stores manage the business
following our management guidelines and pricing policies. Each store has the
right to use "Zhongpin" logos and brands. On average, approximately 70% of the
revenues generated from such stores are derived from the sale of our branded
products.

         ZHONGPIN SUPERMARKET COUNTERS. We also have established "Zhongpin"
supermarket counters in supermarkets and local markets. At March 15, 2006, there
were 1,514 Zhongpin supermarket counters. The counters are exclusive purveyors
of our meats and meat products. These counters are owned and operated by the
supermarkets and local markets. A majority of the "Zhongpin" counters at
supermarkets use our standardized physical design and layout in addition to
related rules and guidelines provided by the supermarket partners.

RESEARCH AND DEVELOPMENT

         Research and development continues to be a significant component of our
strategy to extend our existing brands and product lines and expand into new
branded items and product lines. In 1999, Henan Zhongpin founded Zhongpin
Technology Research and Development Center, a food research institute in Changge
City, Henan Province. In 2000, Henan Zhongpin established a technology center,
which has evolved into the technical research center for the entire meat
industry in Henan Province. At March 15, 2006, the research center employed 35
scientists and technicians. The mission of the research center is to develop new
processing technologies and food products. In addition, our product development
team works with the China Meat Processing Research Center, the premier research
institute for meat processing technology in the PRC, and we have jointly
established a research center in Beijing. We also work with scientists and
researchers from Beijing University, China Agricultural University, the Chinese
Academy of Agricultural Science, Henan Agricultural University and other
universities to develop production technologies and innovative meat products. At
March 15, 2006, we had relationships with 21 scientists and experts who act as
our outside technical consultants.

         During 2005, we launched over 40 new products that were developed in
our technology center and we currently have more than 100 new products under
development. Our expenditures for research

                                       12


and development for the years ended December 31, 2003, 2004 and 2005 were
approximately $284,000, $435,000 and $723,000, respectively.

INTELLECTUAL PROPERTY

         We regard brand positioning as the core of our competitive strategy.
Since the ultimate aim of our business strategy is to satisfy the customer,
gaining a valued position in the minds of customers is of paramount importance.
Our branding process seeks to create a unique identity and to properly position
our brand platform. We intend to position our brands, "Zhongpin" and "Shengpin",
and to protect our brand identity, in order to create the perception and image
of "HEALTH, NUTRITION, FRESHNESS AND QUALITY" in the minds of our customers.

         We currently have registered trademarks for "Zhongpin" and "Shengpin"
in the PRC, and have applied, or are in the process of applying, to register
those marks in a number of other significant jurisdictions around the world,
including Australia, Belgium, Canada, France, Germany, Holland, Japan, North
Korea, Philippines, Russia, Singapore, South Korea, the United Kingdom and the
United States.

         We believe we have the right to use our trademarks for the product
categories for which they are currently used. However, there can be no assurance
that any application we make to register any tradename or trademark will be
approved and/or that the right to the use of any such trademarks outside of
their respective current areas of usage will not be claimed by others. If
trademarks are issued, there can be no assurance as to the extent of the
protection that will be granted to us as a result of having such trademarks or
that we will be able to afford the expenses of any complex litigation that may
be necessary to enforce our trademark rights. Our failure to enforce
successfully our trademark rights may have a material adverse impact on our
business.

COMPETITION

         The production and sale of meat and food products in the PRC and
internationally are highly competitive. There are numerous producers of
processed meat products in the PRC, a number of which market their products
under different brand names. We believe most of these producers have only one or
two lines of production facilities and sell their products primarily in the
areas surrounding their facilities. Due to the lack of logistics capabilities,
we believe there are no national market leaders in the meat industry in the PRC.
As a result, our products compete with different brands in different areas of
the PRC. A number of our competitors, including North-China Shuanghui (Shineway)
Food Co., Ltd., Yurun Food Group Limited and People's Food Holdings Limited,
have greater resources, own or control more processing plants and equipment, or
offer a larger product line that we do. In addition, a number of the world's
largest food processing companies have recently established joint ventures with
food manufacturers or producers in the PRC, and we expect competition from these
ventures to increase in the future.

         We believe all food segments in the PRC compete on the basis of price,
product quality, brand identification and customer service. Through our
aggressive marketing and strong quality assurance programs, our competitive
strategy is to provide a higher quality of products that possess strong brand
recognition, which will in turn support higher value perceptions from customers.

GOVERNMENT REGULATION

         The PRC government is actively promulgating a plan for "safe meat" and
is expected to raise the proportion of slaughtering automation to over 70% of
all meat and actively enforce authorized

                                       13


slaughtering and quarantine. Special grants, subsidized financing, preferential
tax policies, governmental funding and other subsidies are provided to
enterprises in order to acquire state of the art technology and equipment in
meat processing. Such government incentives provide competitive advantages and
opportunities to well-performing companies because such policies work to raise
the bar for entering the industry and to eliminate inefficient companies in the
industry. We expect such government support for the processing of agricultural
products to continue for a number of years in the foreseeable future. However,
the determination as to whether we can continue to benefit from such government
programs in the future will depend on how the government administers its
incentive programs and how well we perform. If we maintain the current trend in
our performance, it is possible we may obtain further government support through
such incentive programs.

         The Tenth Five Year Development Programming of the China Meat Industry,
promulgated in 2001, set the following guidelines:

            o   Encourage comprehensive improvements in automation of abattoirs
                in "First-Tier" and "Second- Tier" cities and key provinces to
                improve the sanitary condition and the safety of meat products
                consumption. In the PRC, First-Tier cities refer to provincial
                capitals, municipalities directly under the Central Government
                (such as Beijing, Shanghai, Tianjin, and Chongqing), and
                municipalities directly linked with the Central Government in
                taxation (I.E., such cities do not need to send revenues to the
                provincial government) (such as Shenzhen, Ningbo, Qingdao,
                Dalian and Xiamen), whereas Second-Tier cities refer to cities
                with a population above 500,000, not including First-Tier
                cities.

            o   Develop efficient scale production of pork, beef, mutton,
                poultry and eggs;

            o   Develop processed meat and poultry products, with emphasis on
                chilled fresh meat, packaged meat and ready-to-eat meat
                products;

            o   Encourage consolidation of fragmented producers and distributors
                to form scale enterprises;

            o   Foster quality brands and modern chain distribution networks
                with emphasis on developing cold storage chains;

            o   Support the development of a competitive and quality domestic
                market; and

            o   Develop exports to international markets.

EMPLOYEES

         As of March 15, 2006, we employed 2,260 employees, of whom 1,635 were
operating personnel, 398 were sales personnel, 42 were research and development
personnel and 185 were administrative personnel. We are not subject to any
collective bargaining agreement and we believe our relationship with our
employees is good.

                                       14


ITEM 1A. RISK FACTORS

RISKS RELATING TO OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE
PROSPECTS AND RESULTS OF OPERATIONS.

         We have a limited operating history. While Henan Zhongpin was
established as a state-owned meat processing factory in 1993, the current
management team purchased the business via a privatization scheme and commenced
a restructuring of the enterprise in 1997. Accordingly, you should consider our
future prospects in light of the risks and uncertainties experienced by early
stage companies in evolving markets such as the growing market for fresh meats
and processed meat products in the PRC. Some of these risks and uncertainties
relate to our ability to:

            o   offer additional food products to attract and retain a larger
                customer base;

            o   attract additional customers and increased spending per
                customer;

            o   increase awareness of our brand and continue to develop customer
                loyalty;

            o   respond to competitive market conditions;

            o   respond to changes in our regulatory environment;

            o   manage risks associated with intellectual property rights;

            o   maintain effective control of our costs and expenses;

            o   raise sufficient capital to sustain and expand our business;

            o   attract, retain and motivate qualified personnel; and

            o   upgrade our technology to support additional research and
                development of new food products.

         If we are unsuccessful in addressing any of these risks and
uncertainties, our business may be materially and adversely affected.

IF THERE ARE ANY INTERRUPTIONS TO OR DECLINE IN THE AMOUNT OR QUALITY OF OUR
LIVE PIGS, RAW PORK OR OTHER MAJOR RAW MATERIAL SUPPLY, OUR BUSINESS COULD BE
MATERIALLY AND ADVERSELY AFFECTED.

         Live pigs and raw pork are the principal raw materials used in our
production. We procure all of our live pigs and some of our raw pork from a
number of third party suppliers. Our third party suppliers may not continue to
be able to supply an adequate number of live pigs and raw pork to satisfy our
present and future production needs. The supply of pork is dependent on the
output of pig farms, which may be affected by outbreaks of diseases or
epidemics. Our current suppliers may not be able to provide live pigs or raw
pork of sufficient quality to meet our stringent quality control requirements.
Any interruptions to or decline in the amount or quality of our live pigs or raw
pork supply could materially disrupt our production and adversely affect our
business. In addition to live pigs and raw pork, we also use additives and
packaging in our production, which we source from third party suppliers, and
resell a wide variety of fruits and vegetables, which we purchase from third
party farms. Any interruptions to or

                                       15


decline in the amount or quality of our additives or packaging supply, or in the
fruits or vegetables we procure, could also disrupt our production or sales and
adversely affect our business. We are vulnerable to further increases in the
price of raw materials (particularly of live pigs and raw pork) and other
operating costs, and we may not be able to entirely offset these increasing
costs by increasing the prices of our products, particularly our processed meat
products.

         We purchase agricultural products, such as live pigs, raw pork and a
wide variety of fruits and vegetables, for use in our production process and for
resale. The price of such raw materials is subject to fluctuations that are
attributable to a number of factors, such as the price of animal feed, diseases
and infections, and weather conditions. During 2004, prices of live pigs rose
sharply. According to the Ministry of Agriculture of the PRC, the average
selling price of live pigs rose by approximately 35.6% from 2003 to 2004. If the
costs of raw materials or other costs of production and distribution of our
products increase further, and we are unable to entirely offset these increases
by raising prices of our products, our profit margins and financial condition
could be adversely affected.

WE MAY BE UNABLE TO ANTICIPATE CHANGES IN CONSUMER PREFERENCES FOR PROCESSED
MEAT PRODUCTS, WHICH MAY RESULT IN DECREASED DEMAND FOR OUR PRODUCTS.

         Our continued success in the processed meat products market is in large
part dependent on our ability to anticipate and develop products that appeal to
the changing tastes, dietary habits and preferences of customers. If we are not
able to anticipate and identify new consumer trends and develop new products
accordingly, demand for our products may decline and our operating results may
be adversely affected. In addition, we may incur significant costs relating to
developing and marketing new products or expanding our existing product lines in
reaction to what we perceive to be a consumer preference or demand. Such
development or marketing may not result in the level of market acceptance,
volume of sales or profitability anticipated.

IF THE CHILLED AND FROZEN PORK MARKET IN THE PRC DOES NOT GROW AS WE EXPECT, OUR
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS MAY BE ADVERSELY AFFECTED.

         We believe chilled and frozen pork products have strong growth
potential in the PRC and, accordingly, we have continuously increased our sales
of chilled and frozen pork. Since 2002, revenue attributable to our chilled and
frozen pork products as a percentage of our total revenue has increased. If the
chilled and frozen pork market in the PRC does not grow as we expect, our
business may be harmed, we may need to adjust our growth strategy and our
results of operation may be adversely affected.

WE REQUIRE VARIOUS LICENSES AND PERMITS TO OPERATE OUR BUSINESS, AND THE LOSS OF
OR FAILURE TO RENEW ANY OR ALL OF THESE LICENSES AND PERMITS COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.

         In accordance with PRC laws and regulations, we are required to
maintain various licenses and permits in order to operate our business,
including, without limitation, a slaughtering permit in respect of each of our
chilled and frozen pork production facilities and a permit for production of
industrial products in respect of each of our processed meat production
facilities. We are required to comply with applicable hygiene and food safety
standards in relation to our production processes. Our premises and
transportation vehicles are subject to regular inspections by the regulatory
authorities for compliance with applicable regulations. Failure to pass these
inspections, or the loss of or failure to renew our licenses and permits, could
require us to temporarily or permanently suspend some or all of our production
or distribution operations, which could disrupt our operations and adversely
affect our business.

                                       16


OUR ABILITY TO EXPORT MAY BE RESTRICTED IF WE CANNOT MAINTAIN CURRENT LICENSES
OR OBTAIN ADDITIONAL LICENSES IN OTHER COUNTRIES AND REGIONS.

         For the three years ended December 31, 2005 revenue attributable to our
export business as a percentage of our total revenue was approximately 10.4%,
11.5% and 10.4%, respectively. We must maintain certain licenses from applicable
foreign governments in order to continue to export to those jurisdictions. In
addition, we must apply for licenses from applicable foreign governments should
we desire to export our products to countries with which we currently do not
have business relations. We cannot assure you that we can maintain our current
licenses for export or obtain licenses to export to countries with which we do
not currently have business relations. The loss of any licenses or the inability
to obtain new licenses to export may adversely affect our results of operations
and financial condition.

WE ARE HIGHLY DEPENDENT ON SENIOR MANAGEMENT AND KEY RESEARCH AND DEVELOPMENT
PERSONNEL.

         We are highly dependent on our senior management to manage our business
and operations and our key research and development personnel for the
development of new processing technologies and food products and the enhancement
of our existing products. In particular, we rely substantially on our chairman
and chief executive officer, Mr. Xianfu Zhu, to manage our operations. We also
depend on our key research personnel. In addition, we also rely on information
technology and logistics personnel for the production, storage and shipment of
our products and on marketing and sales personnel, engineers and other personnel
with technical and industry knowledge to transport, market and sell our
products. We do not maintain key man life insurance on any of our senior
management or key personnel. The loss of any one of them, in particular Mr. Zhu,
would have a material adverse effect on our business and operations. Competition
for senior management and research and development personnel is intense and the
pool of suitable candidates is limited. We may be unable to locate a suitable
replacement for any senior management or key research and development personnel
that we lose. In addition, if any member of our senior management or key
research and development personnel joins a competitor or forms a competing
company, they may compete with us for customers, business partners and other key
professionals and staff members of our company. Although each of our senior
management and key research and development personnel has signed a
confidentiality and non-competition agreement in connection with his employment
with us, we cannot assure you that we will be able to successfully enforce these
provisions in the event of a dispute between us and any member of our senior
management or key research and development personnel.

         We compete for qualified personnel with other food processing
companies, food retailers logistics companies and research institutions. Intense
competition for these personnel could cause our compensation costs to increase
significantly, which could have a material adverse effect on our results of
operations. Our future success and ability to grow our business will depend in
part on the continued service of these individuals and our ability to identify,
hire and retain additional qualified personnel. If we are unable to attract and
retain qualified employees, we may be unable to meet our business and financial
goals.

OUR GROWTH STRATEGY MAY PROVE TO BE DISRUPTIVE AND DIVERT MANAGEMENT RESOURCES.

         Our growth strategy may involve large transactions and present
financial, managerial and operational challenges, including diversion of
management attention from existing businesses, difficulty with integrating
personnel and financial and other systems, increased expenses, including
compensation expenses resulting from newly-hired employees, assumption of
unknown liabilities and potential

                                       17


disputes. We could also experience financial or other setbacks if any of our
growth strategies incur problems of which we are not presently aware.

WE MAY REQUIRE ADDITIONAL FINANCING IN THE FUTURE.

         We may need to obtain additional debt or equity financing to fund
future capital expenditures. Additional equity may result in dilution to the
holders of our outstanding shares of capital stock. Additional debt financing
may include conditions that would restrict our freedom to operate our business,
such as conditions that:

            o   limit our ability to pay dividends or require us to seek consent
                for the payment of dividends;

            o   increase our vulnerability to general adverse economic and
                industry conditions;

            o   require us to dedicate a portion of our cash flow from
                operations to payments on our debt, thereby reducing the
                availability of our cash flow to fund capital expenditures,
                working capital and other general corporate purposes; and

            o   limit our flexibility in planning for, or reacting to, changes
                in our business and our industry.

         We cannot guarantee that we will be able to obtain any additional
financing on terms that are acceptable to us, or at all.

OUR OPERATIONS ARE CASH INTENSIVE AND OUR BUSINESS COULD BE ADVERSELY AFFECTED
IF WE FAIL TO MAINTAIN SUFFICIENT LEVELS OF WORKING CAPITAL.

         We expend a significant amount of cash in our operations, principally
to fund our raw material procurement. Our suppliers, in particular, suppliers of
pigs, typically require payment in full within seven days after delivery,
although some of our suppliers provide us with credit. In turn, we typically
require our customers of chilled and frozen pork to make payment in full on
delivery, although we offer some of our long-standing customers credit terms. We
generally fund most of our working capital requirements out of cashflow
generated from operations. If we fail to generate sufficient revenues from our
sales, or if we experience difficulties collecting our accounts receivables, we
may not have sufficient cashflow to fund our operating costs and our business
could be adversely affected.

WE MAY BE UNABLE TO MAINTAIN OUR PROFITABILITY IN THE FACE OF A CONSOLIDATING
RETAIL ENVIRONMENT IN THE PRC.

         We sell substantial amounts of our products to supermarkets and large
retailers. The supermarket and food retail industry in the PRC has been, and is
expected to continue, undergoing a trend of development and consolidation. As
the food retail trade continues to consolidate and our retail customers grow
larger and become more sophisticated, they may demand lower pricing and
increased promotional programs. Furthermore, larger customers may be better able
to operate on reduced inventories and potentially develop or increase their
focus on private label products. If we fail to maintain a good relationship with
our large retail customers, or maintain a wide offering of quality products, or
if we lower our prices or increase promotional support of our products in
response to pressure from our customers and are unable to increase the volume of
our products sold, our profitability could decline.

                                       18


OUR OPERATING RESULTS MAY FLUCTUATE FROM PERIOD TO PERIOD AND IF WE FAIL TO MEET
MARKET EXPECTATIONS FOR A PARTICULAR PERIOD, OUR SHARE PRICE MAY DECLINE.

         Our operating results have fluctuated from period to period and are
likely to continue to fluctuate as a result of a wide range of factors,
including seasonal variations in live pig supply and processed meat products
consumption. For example, demand for our products in general is relatively high
before the Chinese New Year in January or February each year and lower
thereafter. Our production and sales of chilled and frozen pork are generally
lower in the summer, due to a lower supply of live pigs. Interim reports may not
be indicative of our performance for the year or our future performance, and
period-to-period comparisons may not be meaningful due to a number of reasons
beyond our control. We cannot assure you that our operating results will meet
the expectations of market analysts or our investors. If we fail to meet their
expectations, there may be a decline in our share price.

WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUES FROM SALES IN THE PRC AND ANY
DOWNTURN IN THE CHINESE ECONOMY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS AND FINANCIAL CONDITION.

         Substantially all of our revenues are generated from sales in the PRC.
We anticipate that revenues from sales of our products in the PRC will continue
to represent a substantial proportion of our total revenues in the near future.
Any significant decline in the condition of the PRC economy could, among other
things, adversely affect consumer buying power and discourage consumption of our
products, which in turn would have a material adverse effect on our business and
financial condition.

WE RELY ON OUR EXCLUSIVE NETWORK OF SHOWCASE STORES, NETWORK STORES AND
SUPERMARKET BRAND COUNTERS FOR THE SUCCESS OF OUR SALES AND OUR BRAND IMAGE, AND
SHOULD THEY PERFORM POORLY, OUR BUSINESS AND BRAND IMAGE COULD BE MATERIALLY AND
ADVERSELY AFFECTED.

         In addition to our sales to wholesale customers, we sell our products
through showcase stores, network stores and supermarket brand counters. All of
these retail based stores exclusively sell our pork products and display the
Zhongpin logo on the fascia of the stores. For the years ended December 31,
2003, 2004 and 2005, these retail outlets accounted for approximately 39%, 47%
and 48%, respectively, of our total revenue. If the sales performance of our
retail based stores deteriorates, this could adversely affect the financial
results of the company. In addition, any sanitation, hygiene, or food quality
problems that might arise from the retail based stores could adversely affect
our brand image and lead to a loss of sales. The company does not own or
franchise any of the retail based stores.

WE RELY ON THE PERFORMANCE OF OUR WHOLESALE RETAILER AND MASS MERCHANT CUSTOMERS
FOR THE SUCCESS OF OUR SALES, AND SHOULD THEY PERFORM POORLY OR GIVE PRIORITY TO
OUR COMPETITORS' PRODUCTS, OUR BUSINESS COULD BE MATERIALLY AND ADVERSELY
AFFECTED.

         In addition to our retail sales channel, we sell our products to
supermarkets and large retailers, which in turn sell the products to end
consumers. If the sales performance of our wholesale customers deteriorates,
this could adversely affect the performance of our products. Furthermore, our
wholesale customers also carry products which directly compete with our products
for retail space and consumer purchases. There is a risk that our wholesale
customers may give higher priority to products of, or form alliances with, our
competitors. If our wholesale customers do not continue to purchase our
products, or provide our products with similar levels of promotional support,
our sales performance and brand imaging could be adversely affected.

                                       19


THE LOSS OF ANY OF OUR SIGNIFICANT CUSTOMERS COULD HAVE AN ADVERSE EFFECT ON OUR
BUSINESS.

         Our key customers are principally supermarkets and large retailers in
the PRC. For the years ended December 31, 2003, 2004 and 2005, sales to our five
largest customers amounted in aggregate to approximately $8.4 million, $11.1
million and $15.5 million, respectively, accounting for approximately 28%, 26%
and 21%, respectively, of our total revenue. We have not entered into long-term
supply contracts with any of these major customers. Therefore, there can be no
assurance that we will maintain or improve the relationships with these
customers, or that we will be able to continue to supply these customers at
current levels or at all. If we cannot maintain long-term relationships with our
major customers, the loss of a significant portion of our sales to them could
have an adverse effect on our business, financial condition and results of
operations.

RECENT REGULATORY ENFORCEMENT CRACKDOWNS ON FOOD PROCESSING COMPANIES IN THE PRC
COULD ADVERSELY AFFECT OUR BUSINESSES.

         Recently, the PRC government authorities have taken certain measures to
maintain the PRC food market in good order and to improve the integrity of the
PRC food industry, such as enforcing full compliance with industry standards and
closing certain food processing companies in the PRC that did not meet
regulatory standards. We cannot assure you that our businesses and operations
will not be affected as a result of the deteriorating reputation of the food
industry in the PRC due to recent scandals regarding food products.

ENVIRONMENTAL REGULATIONS AND RELATED LITIGATION COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

         Our operations and properties are subject to extensive and increasingly
stringent laws and regulations pertaining to, among other things, the discharge
of materials into the environment and the handling and disposition of wastes
(including solid and hazardous wastes) or otherwise relating to protection of
the environment. Failure to comply with any laws and regulations and future
changes to them may result in significant consequences to us, including civil
and criminal penalties, liability for damages and negative publicity.

         We have incurred, and will continue to incur, significant capital and
operating expenditures to comply with these laws and regulations. We cannot
assure you that additional environmental issues will not require currently
unanticipated investigations, assessments or expenditures, or that requirements
applicable to us will not be altered in ways that will require us to incur
significant additional costs.

OUR CONTROLLING SHAREHOLDER HAS SIGNIFICANT INFLUENCE OVER OUR MANAGEMENT AND
AFFAIRS AND COULD EXERCISE THIS INFLUENCE AGAINST YOUR BEST INTERESTS.

         Mr. Xianfu Zhu, our controlling shareholder, beneficially owns
approximately 34.1% of our outstanding shares of common stock (which includes
shares of common stock issuable upon conversion of our outstanding shares of
Series A convertible preferred stock), and our other executive officers and
directors collectively beneficially own an additional 7.5% of our outstanding
shares of common stock. As a result, pursuant to our By-laws and applicable laws
and regulations, our controlling shareholder and our other executive officers
and directors are able to exercise significant influence over our Company,
including, but not limited to, any shareholder approvals for the election of our
Directors and, indirectly, the selection of our senior management, the amount of
dividend payments, if any, our annual budget, increases or decreases in our
share capital, new securities issuance, mergers and acquisitions and any
amendments to our By-laws. Furthermore, this concentration of ownership may
delay or prevent a

                                       20


change of control or discourage a potential acquirer from making a tender offer
or otherwise attempting to obtain control of us, which could decrease the market
price of our shares.

DETERIORATION OF OUR PERISHABLE PRODUCTS MAY OCCUR DUE TO DELIVERY DELAYS,
MALFUNCTIONING OF FREEZER FACILITIES OR POOR HANDLING DURING TRANSPORTATION,
WHICH COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

         The condition of our food products (being perishable goods) may
deteriorate due to shipment or delivery delays, malfunctioning of freezer
facilities or poor handling during delivery by shippers or intermediaries. We
are not aware of any instances whereby we were made to compensate for delivery
delays, malfunctioning of freezer facilities or poor handling during
transportation. However, there is no assurance that such incidents will not
occur in the future. In the event of any delivery delays, malfunctioning of
freezer facilities or poor handling during transportation, we may have to make
compensation payments and our reputation, business goodwill and revenue will be
adversely affected.

UNEXPECTED BUSINESS INTERRUPTIONS COULD ADVERSELY AFFECT OUR BUSINESS.

         Our operations are vulnerable to interruption by fire, power failure
and power shortages, hardware and software failure, floods, computer viruses and
other events beyond our control. In particular, the PRC, especially the eastern
and southern Provinces of the PRC, is experiencing frequent electricity
shortages. In addition, we do not carry business interruption insurance to
compensate us for losses that may occur as a result of these kinds of events and
any such losses or damages incurred by us could disrupt our production and other
operations.

IF WE FAIL TO DEVELOP AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE
MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD; AS
A RESULT, CURRENT AND POTENTIAL SHAREHOLDERS COULD LOSE CONFIDENCE IN OUR
FINANCIAL REPORTS, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR
COMMON STOCK.

         Effective internal controls are necessary for us to provide reliable
financial reports and effectively prevent fraud. Section 404 of the
Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal
controls over financial reporting and have our independent registered public
accounting firm annually attest to our evaluation, as well as issue their own
opinion on our internal controls over financial reporting, beginning with our
Annual Report on Form 10-K for the fiscal year ended December 31, 2007. We plan
to prepare for compliance with Section 404 by strengthening, assessing and
testing our system of internal controls to provide the basis for our report. The
process of strengthening our internal controls and complying with Section 404 is
expensive and time consuming, and requires significant management attention,
especially given that we have not yet undertaken any efforts to comply with the
requirements of Section 404. We cannot be certain that the measures we will
undertake will ensure that we will maintain adequate controls over our financial
processes and reporting in the future. Furthermore, if we are able to rapidly
grow our business, the internal controls that we will need will become more
complex, and significantly more resources will be required to ensure our
internal controls remain effective. Failure to implement required controls, or
difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. If we or our
auditors discover a material weakness in our internal controls, the disclosure
of that fact, even if the weakness is quickly remedied, could diminish
investors' confidence in our financial statements and harm our stock price. In
addition, non-compliance with Section 404 could subject us to a variety of
administrative sanctions, including the suspension of trading, ineligibility for
listing on one of the Nasdaq Stock Markets or national securities exchanges, and
the inability of registered broker-dealers to make a market in our common stock,
which would further reduce our stock price.

                                       21


WE WILL INCUR INCREASED COSTS AS A PUBLIC COMPANY WHICH MAY AFFECT OUR
PROFITABILITY AND AN ACTIVE TRADING MARKET.

         We are a holding company and we acquired all of our operating
subsidiaries on January 30, 2006. As part of a public company, each of our
subsidiaries, including Henan Zhongpin, will incur significant legal, accounting
and other expenses that it did not incur as a private company. We are now
subject to the SEC's rules and regulations relating to public disclosure. SEC
disclosures generally involve a substantial expenditure of financial resources.
In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently
implemented by the SEC, have required changes in corporate governance practices
of public companies. We expect that full compliance with these new rules and
regulations will significantly increase our legal and financial compliance costs
and make some activities more time-consuming and costly. For example, we will be
required to create additional board committees and adopt policies regarding
internal controls and disclosure controls and procedures. Such additional
reporting and compliance costs may negatively impact our financial results. To
the extent our earnings suffer as a result of the financial impact of our SEC
reporting or compliance costs, our ability to develop an active trading market
for our securities could be harmed.

RISKS RELATING TO OUR INDUSTRY

THE PIG SLAUGHTERING AND PROCESSED MEAT INDUSTRIES IN THE PRC ARE SUBJECT TO
EXTENSIVE GOVERNMENT REGULATION, WHICH IS STILL EVOLVING.

         The pig slaughtering and processed meat industries in the PRC are
heavily regulated by a number of governmental agencies, including primarily the
Ministry of Agriculture, the Ministry of Commerce, the Ministry of Health, the
General Administration of Quality Supervision, Inspection and Quarantine and the
State Environmental Protection Administration. These regulatory bodies have
broad discretion and authority to regulate many aspects of the pig slaughtering
and processed meat industries in the PRC, including, without limitation, setting
hygiene standards for production and quality standards for processed meat
products. In addition, the pig slaughtering and processed meat products
regulatory framework in the PRC is still in the process of being developed. If
the relevant regulatory authorities set standards with which we are unable to
comply or which increase our production costs and hence our prices so as to
render our products non-competitive, our ability to sell products in the PRC may
be limited.

THE PIG SLAUGHTERING AND PROCESSED MEAT INDUSTRIES IN THE PRC MAY FACE
INCREASING COMPETITION FROM BOTH DOMESTIC AND FOREIGN COMPANIES, AS WELL AS
INCREASING INDUSTRY CONSOLIDATION, WHICH MAY AFFECT OUR MARKET SHARE AND PROFIT
MARGIN.

         The pig slaughtering and processed meat industries in the PRC are
highly competitive. Our processed meat products are targeted at mid- to high-end
consumers, a market in which we face increasing competition, particularly from
foreign suppliers. In addition, the evolving government regulations in relation
to the pig slaughtering industry has driven a trend of consolidation through the
industry, with smaller operators unable to meet the increasing costs of
regulatory compliance and therefore at a competitive disadvantage. We believe
that our ability to maintain our market share and grow our operations within
this landscape of changing and increasing competition is largely dependant upon
our ability to distinguish our products and services.

         In addition, prior to the entry of the PRC into the World Trade
Organization ("WTO"), high barriers to entry existed for many potential
competitors in our business through the use of tariffs and

                                       22


restrictive import licensing and distribution practices. The admission of the
PRC to the WTO has lowered some of the tariffs and other barriers to entry so we
can expect that competition will increase.

         We cannot assure you that our current or potential competitors will not
develop products of a comparable or superior quality to ours, or adapt more
quickly than we do to evolving consumer preferences or market trends. In
addition, our competitors in the raw meat market may merge or form alliances to
achieve a scale of operations or sales network which would make it difficult for
us to compete. Increased competition may also lead to price wars, counterfeit
products or negative brand advertising, all of which may adversely affect our
market share and profit margin. We cannot assure you that we will be able to
compete effectively with our current or potential competitors.

THE OUTBREAK OF ANIMAL DISEASES, INCLUDING THE RECENT OUTBREAK AFFECTING THOSE
IN CONTACT WITH STREPTOCOCCUS SUIS-INFECTED PIGS IN SICHUAN PROVINCE, PRC, OR
OTHER EPIDEMICS COULD ADVERSELY AFFECT OUR OPERATIONS.

         An occurrence of serious animal diseases, such as foot-and-mouth
disease, or any outbreak of other epidemics in the PRC affecting animals or
humans might result in material disruptions to our operations, material
disruptions to the operations of our customers or suppliers, a decline in the
supermarket or food retail industry or slowdown in economic growth in the PRC
and surrounding regions, any of which could have a material adverse effect on
our operations and turnover. Recently there has been an outbreak of
streptococcus suis in pigs, principally in Sichuan Province, PRC, with a large
number of cases of human infection following contact with diseased pigs. Our
procurement and production facilities are located in Henan Province, PRC and
were not affected by the streptococcus suis infection. However, there can be no
assurance that our facilities or products will not be affected by an outbreak of
this disease or similar ones in the future, or that the market for pork products
in the PRC will not decline as a result of fear of disease. In either case, our
business, results of operations and financial condition would be adversely and
materially affected.

CONSUMER CONCERNS REGARDING THE SAFETY AND QUALITY OF FOOD PRODUCTS OR HEALTH
CONCERNS COULD ADVERSELY AFFECT SALES OF OUR PRODUCTS.

         Our sales performance could be adversely affected if consumers lose
confidence in the safety and quality of our products. Consumers in the PRC are
increasingly conscious of food safety and nutrition. Consumer concerns about,
for example, the safety of pork products, or about the safety of food additives
used in processed meat products, could discourage them from buying certain of
our products and cause our results of operations to suffer.

WE MAY BE SUBJECT TO SUBSTANTIAL LIABILITY SHOULD THE CONSUMPTION OF ANY OF OUR
PRODUCTS CAUSE PERSONAL INJURY OR ILLNESS.

         The sale of food products for human consumption involves an inherent
risk of injury to consumers. Such injuries may result from tampering by
unauthorized third parties or product contamination or degeneration, including
the presence of foreign contaminants, chemical substances or other agents or
residues during the various stages of the procurement and production process.
While we are subject to governmental inspections and regulations, we cannot
assure you that consumption of our products will not cause a health-related
illness in the future, or that we will not be subject to claims or lawsuits
relating to such matters.

         Even if a product liability claim is unsuccessful or is not fully
pursued, the negative publicity surrounding any assertions that our products
caused personal injury or illness could adversely affect our

                                       23


reputation with customers and our corporate and brand image. In line with
industry practice, we do not maintain product liability insurance. Furthermore,
our products could potentially suffer from product tampering, contamination or
degeneration or be mislabeled or otherwise damaged. Under certain circumstances,
we may be required to recall products. Even if a situation does not necessitate
a product recall, we cannot assure you that product liability claims will not be
asserted against us as a result. A product liability judgment against us or a
product recall could have a material adverse effect on our business, financial
condition or results of operations.

OUR PRODUCT AND COMPANY NAME MAY BE SUBJECT TO COUNTERFEITING AND/OR IMITATION,
WHICH COULD IMPACT UPON OUR REPUTATION AND BRAND IMAGE AS WELL AS LEAD TO HIGHER
ADMINISTRATIVE COSTS.

         We regard brand positioning as the core of our competitive strategy,
and intend to position our "Zhongpin" and "Shengpin" brands to create the
perception and image of "health, nutrition, freshness and quality" in the minds
of our customers. There have been frequent occurrences of counterfeiting and
imitation of products in the PRC in the past. We cannot guarantee that
counterfeiting or imitation of our products will not occur in the future or that
we will be able to detect it and deal with it effectively. Any occurrence of
counterfeiting or imitation could impact negatively upon our corporate and brand
image, particularly if the counterfeit or imitation products cause sickness,
injury or death to consumers. In addition, counterfeit or imitation products
could result in a reduction in our market share, a loss of revenues or an
increase in our administrative expenses in respect of detection or prosecution.

RISKS RELATING TO CONDUCTING BUSINESS IN THE PRC

         Substantially all of our assets and operations are located in the PRC,
and substantially all of our revenue is sourced from the PRC. Accordingly, our
results of operations and financial position are subject to a significant degree
to economic, political and legal developments in the PRC, including the
following risks:

ECONOMIC, POLITICAL AND SOCIAL CONDITIONS AND GOVERNMENT POLICIES IN THE PRC
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

         The economy of the PRC differs from the economies of most developed
countries in many respects, including, but not limited to:

    o    structure                          o    capital re-investment
    o    government involvement             o    allocation of resources
    o    level of development               o    control of foreign exchange
    o    growth rate                        o    rate of inflation

         The economy of the PRC has been transitioning from a planned economy to
a more market-oriented economy. Although in recent years the PRC government has
implemented measures emphasizing the utilization of market forces for economic
reform, a substantial portion of productive assets in the PRC is still owned by
the PRC government. In addition, the PRC government continues to play a
significant role in regulating industries by imposing industrial policies. It
also exercises significant control over the PRC's economic growth through
allocation of resources, controlling payment of foreign currency-denominated
obligations, setting monetary policy and providing preferential treatment to
particular industries or companies.

                                       24


         Policies and other measures taken by the PRC government to regulate the
economy could have a significant negative impact on economic conditions in the
PRC, with a resulting negative impact on our business. For example, our
financial condition and results of operations may be materially and adversely
affected by:

            o   new laws and regulations and the interpretation of those laws
                and regulations;

            o   the introduction of measures to control inflation or stimulate
                growth;

            o   changes in the rate or method of taxation;

            o   the imposition of additional restrictions on currency conversion
                and remittances abroad; or

            o   any actions which limit our ability to develop, produce, import
                or sell our products in the PRC, or to finance and operate our
                business in the PRC.

         Recent PRC regulations relating to acquisitions of PRC companies by
foreign entities may limit our ability to acquire PRC companies and adversely
affect the implementation of our strategy as well as our business and prospects.

         The PRC State Administration of Foreign Exchange, or SAFE, issued a
public notice in January 2005 concerning foreign exchange regulations on mergers
and acquisitions in the PRC. The public notice states that if an offshore
company controlled by PRC residents intends to acquire a PRC company, such
acquisition will be subject to strict examination by the relevant foreign
exchange authorities. The public notice also states that the approval of the
relevant foreign exchange authorities is required for any sale or transfer by
the PRC residents of a PRC company's assets or equity interests to foreign
entities, such as us, for equity interests or assets of the foreign entities.

         In April 2005, SAFE issued another public notice further explaining the
January notice. In accordance with the April notice, if an acquisition of a PRC
company by an offshore company controlled by PRC residents has been confirmed by
a Foreign Investment Enterprise Certificate prior to the promulgation of the
January notice, the PRC residents must each submit a registration form to the
local SAFE branch with respect to their respective ownership interests in the
offshore company, and must also file an amendment to such registration if the
offshore company experiences material events, such as changes in the share
capital, share transfer, mergers and acquisitions, spin-off transaction or use
of assets in China to guarantee offshore obligations.

         If we decide to acquire a PRC company, we cannot assure you that we or
the owners of such company, as the case may be, will be able to complete the
necessary approvals, filings and registrations for the acquisition. This may
restrict our ability to implement our acquisition strategy and adversely affect
our business and prospects. In addition, if such registration cannot be
obtained, our company will not be able to receive dividends declared and paid by
our subsidiaries in the PRC and may be forbidden from paying dividends for
profit distribution or capital reduction purposes.

         Further movements in exchange rates may have a material adverse effect
on our financial condition and results of operations.

         At present, almost all of our domestic sales are denominated in
Renminbi and our export sales are denominated primarily in U.S. dollars. In
addition, we incur a portion of our cost of sales in Euros,

                                       25


U.S. dollars and Japanese yen in the course of our purchase of imported
production equipment and raw materials. Since 1994, the conversion of the
Renminbi into foreign currencies has been based on rates set by the People's
Bank of China, and the exchange rate for the conversion of the Renminbi to U.S.
dollars had generally been stable. However, starting from July 21, 2005, the PRC
government moved the Renminbi to a managed floating exchange rate regime based
on market supply and demand with reference to a basket of currencies. As a
result, the Renminbi is no longer directly pegged to the U.S. dollar. On March
15, 2006, the exchange rate of the U.S. dollar against the Renminbi was RMB8.044
per U.S. dollar. The exchange rate may become volatile, the Renminbi may be
revalued further against the U.S. dollar or other currencies or the Renminbi may
be permitted to enter into a full or limited free float, which may result in an
appreciation or depreciation in the value of the Renminbi against the U.S.
dollar or other currencies, any of which could have a material adverse effect on
our financial condition and results of operations.

GOVERNMENTAL CONTROL OF CURRENCY CONVERSION MAY AFFECT THE VALUE OF YOUR
INVESTMENT.

         The PRC government imposes controls on the convertibility of Renminbi
into foreign currencies and, in certain cases, the remittance of currency
outside of the PRC. We receive substantially all of our revenues in Renminbi.
Under our current structure, our income is primarily derived from payments from
Henan Zhongpin. Shortages in the availability of foreign currency may restrict
the ability of Henan Zhongpin to remit sufficient foreign currency to pay
dividends or other payments to us, or otherwise satisfy its foreign currency
denominated obligations. Under existing PRC foreign exchange regulations,
payments of current account items, including profit distributions, interest
payments and expenditures from trade-related transactions, can be made in
foreign currencies without prior approval from the PRC State Administration of
Foreign Exchange by complying with certain procedural requirements. However,
approval from appropriate government authorities is required in those cases in
which Renminibi is to be converted into foreign currency and remitted out of the
PRC to pay capital expenses, such as the repayment of bank loans denominated in
foreign currencies. The PRC government may also at is discretion restrict access
in the future to foreign currencies for current account transactions. If the
foreign exchange control system prevents us from obtaining sufficient foreign
currency to satisfy our currency demands, we may not be able to pay dividends in
foreign currencies to our shareholders.

HENAN ZHONGPIN IS SUBJECT TO RESTRICTIONS ON MAKING PAYMENTS TO US.

         We are a holding company incorporated in the State of Delaware and do
not have any assets or conduct any business operations other than our investment
in our subsidiary in the PRC, Henan Zhongpin. As a result of our holding company
structure, we rely entirely on payments or dividends from Henan Zhongpin for our
cash flow to fund our corporate overhead and regulatory obligations. The PRC
government also imposes controls on the conversion of Renminibi into foreign
currencies and the remittance of currencies out of the PRC. We may experience
difficulties in completing the administrative procedures necessary to obtain and
remit foreign currency. Further, if our subsidiary in the PRC incurs debt on its
own in the future, the instruments governing the debt may restrict its ability
to make payments. If we are unable to receive all of the revenues from our
operations through these contractual or dividend arrangements, we may be unable
to pay dividends on our shares of common stock.

UNCERTAINTIES WITH RESPECT TO THE PRC LEGAL SYSTEM COULD ADVERSELY AFFECT US.

         We conduct our business primarily through Henan Zhongpin, our
subsidiary in the PRC. Our operations in the PRC are governed by PRC laws and
regulations. We are generally subject to laws and regulations applicable to
foreign investments in the PRC and, in particular, laws applicable to wholly

                                       26


foreign-owned enterprises. The PRC legal system is based on written statutes.
Prior court decisions may be cited for reference but have limited precedential
value.

         Since 1979, PRC legislation and regulations have significantly enhanced
the protections afforded to various forms of foreign investments in the PRC.
However, the PRC has not developed a fully-integrated legal system and
recently-enacted laws and regulations may not sufficiently cover all aspects of
economic activities in the PRC. In particular, because these laws and
regulations are relatively new, and because of the limited volume of published
decisions and their nonbinding nature, the interpretation and enforcement of
these laws and regulations involve certainties. In addition, the PRC legal
system is based in part on government policies and internal rules (some of which
are not published on a timely basis or at all) that may have a retroactive
effect. As a result, we may not be aware of our violation of these policies and
rules until some time after the violation. In addition, any litigation in the
PRC may be protracted and result in substantial costs and diversion of resources
and management attention.

IT MAY BE DIFFICULT TO EFFECT SERVICE OF PROCESS UPON US OR OUR DIRECTORS OR
SENIOR MANAGEMENT WHO LIVE IN THE PRC OR TO ENFORCE ANY JUDGMENTS OBTAINED FROM
NON-PRC COURTS.

         Our operations are conducted and assets are located within the PRC. In
addition, all of our Directors and our senior management personnel reside in the
PRC, where substantially all of their assets are located. You may experience
difficulties in effecting service of process upon us, our Directors or our
senior management as it may not be possible to effect such service of process
outside the PRC. In addition, our PRC counsel, DeHeng Law Office, has advised us
that the PRC does not have treaties with the United States and many other
countries providing for reciprocal recognition and enforcement of court
judgments. Therefore, recognition and enforcement in the PRC of judgments of a
court in the United States or certain other jurisdictions may be difficult or
impossible.

RISK RELATING TO AN INVESTMENT IN OUR SECURITIES

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID
IN THE FORESEEABLE FUTURE.

         We do not anticipate paying cash dividends on our common stock in the
foreseeable future and we may not have sufficient funds legally available to pay
dividends. Even if the funds are legally available for distribution, we may
nevertheless decide or may be unable due to pay any dividends. We intend to
retain all earnings for our company's operations.

THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE
SHARES.

         As long as the trading price of our common shares is below $5 per
share, the open-market trading of our common shares will be subject to the
"penny stock" rules. The "penny stock" rules impose additional sales practice
requirements on broker-dealers who sell securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of securities and
have received the purchaser's written consent to the transaction before the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the broker-dealer must deliver, before the transaction, a disclosure
schedule prescribed by the Securities an Exchange Commission relating to the
penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly

                                       27


statements must be sent disclosing recent price information on the limited
market in penny stocks. These additional burdens imposed on broker-dealers may
restrict the ability or decrease the willingness of broker-dealers to sell our
common stock, and may result in decreased liquidity for our common stock and
increased transaction costs for sales and purchases of our common stock as
compared to other securities.

OUR COMMON STOCK IS THINLY TRADED AND, YOU MAY BE UNABLE TO SELL AT OR NEAR
"ASK" PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE MONEY OR
OTHERWISE DESIRE TO LIQUIDATE YOUR SHARES.

         We cannot predict the extent to which an active public market for our
common stock will develop or be sustained. However, we do not rule out the
possibility of applying for listing on the Nasdaq National Market or other
exchanges. Our common stock has historically been sporadically or
"thinly-traded" on the "Over-the-Counter Bulletin Board," meaning that the
number of persons interested in purchasing our common stock at or near bid
prices at any give time may be relatively small or nonexistent. This situation
is attributable to a number of factors, including the fact that we are a small
company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-adverse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we become more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer that has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance
that a broader or more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be sustained.

         The market price of our common stock is particularly volatile given our
status as a relatively small company with a small and thinly traded "float" that
could lead to wide fluctuations in our share price. The price at which you
purchase our common stock may not be indicative of the price that will prevail
in the trading market. You may be unable to sell your common stock at or above
your purchase price if at all, which may result in substantial losses to you.

         The market for our common stock is characterized by significant price
volatility when compared to seasoned issuers, and we expect that our share price
will continue to be more volatile than a seasoned issuer for the indefinite
future. The volatility in our share price is attributable to a number of
factors. As noted above, our common stock is sporadically and/or thinly traded.
As a consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event a large number of our common shares
are sold on the market without commensurate demand, as compared to a seasoned
issuer which could better absorb those sales without adverse impact on its share
price. The following factors also may add to the volatility in the price of our
common stock: actual or anticipated variations in our quarterly or annual
operating results; adverse outcomes; additions to or departures of our key
personnel, as well as other items discussed under this "Risk Factors" section,
as well as elsewhere in this Report. Many of these factors are beyond our
control and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its current market prices, or as to
what effect the sale of shares or the availability of common shares for sale at
any time will have on the prevailing market price. However, we do not rule out
the possibility of applying for listing on the Nasdaq National Market or another
exchange.

                                       28


         Shareholders should be aware that, according to SEC Release No.
34-29093, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. Such patterns include (1) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through pre-arranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses. Our management is aware of the abuses that
have occurred historically in the penny stock market. Although we do not expect
to be in a position to dictate the behavior of the market or of broker-dealers
who participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.

VOLATILITY IN OUR COMMON STOCK PRICE MAY SUBJECT US TO SECURITIES LITIGATION.

         The market for our common stock may be characterized by significant
price volatility when compared to seasoned issuers, and we expect our share
price will be more volatile than a seasoned issuer for the indefinite future. In
the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.

LEGISLATIVE ACTIONS, HIGHER INSURANCE COSTS AND POTENTIAL NEW ACCOUNTING
PRONOUNCEMENTS MAY IMPACT OUR FUTURE FINANCIAL POSITION AND RESULTS OF
OPERATIONS.

         There have been regulatory changes, including the Sarbanes-Oxley Act of
2002, and there may potentially be new accounting pronouncements or additional
regulatory rulings that will have an impact on our future financial position and
results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes, as
well as proposed legislative initiatives following the Enron bankruptcy, are
likely to increase general and administrative costs and expenses. In addition,
insurers are likely to increase premiums as a result of high claims rates over
the past several years, which we expect will increase our premiums for insurance
policies. Further, there could be changes in certain accounting rules. These and
other potential changes could materially increase the expenses we report under
generally accepted accounting principles, and adversely affect our operating
results.

PAST ACTIVITIES OF OUR COMPANY AND ITS AFFILIATES MAY LEAD TO FUTURE LIABILITY
FOR OUR COMPANY.

         Prior to our acquisition of Henan Zhongpin on January 30, 2006, we
engaged in businesses unrelated to our current operations. In connection with
such acquisition, we did not receive any indemnifications from our former
controlling shareholders or management against any loss, damage or expense
arising out of or based on any breach of or inaccuracy in any of their
representations and warranties made regarding such acquisition, and any
liabilities that may arise relating to such prior businesses may have a material
adverse effect on our company.

THE MARKET PRICE FOR OUR STOCK MAY BE VOLATILE.

         The market price for our stock may be volatile and subject to wide
fluctuations in response to factors including the following:

                                       29


            o   actual or anticipated fluctuations in our quarterly operations
                results;

            o   changes in financial estimates by securities research analysts;

            o   conditions in foreign or domestic meat processing or
                agricultural markets;

            o   changes in the economic performance or market valuations of
                other meat processing companies;

            o   announcements by us or our competitors of new products,
                acquisitions, strategic partnerships, joint ventures or capital
                commitments;

            o   addition or departure of key personnel;

            o   fluctuations of exchange rates between the RMB and the U.S.
                dollar;

            o   intellectual property litigation;

            o   general economic or political conditions in the PRC.

          In addition, the securities market has from time to time experienced
significant price and volume fluctuations that are not related to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our stock.

FUTURE SALES OF SHARES OF OUR COMMON STOCK MAY DECREASE THE PRICE FOR SUCH
SHARES.

         After the one-year holding period requirement under Rule 144 expires on
January 30, 2007 on the shares of our common stock issued to former shareholders
of Falcon Link in the acquisition of that company, or sooner if we achieve
registration of part or all of those shares, a large number of shares of our
common stock will be eligible for resale on the open market, many without any
restrictions as to size or frequency of such sales. Actual sales, or the
prospect of sales by our shareholders, may have a negative effect on the market
price of the shares of our common stock. We may also register certain shares of
our common stock that are subject to outstanding warrants, convertible
promissory notes and stock options, or reserved for issuance under our stock
option plans. Once such shares are registered, they can be freely sold in the
public market upon exercise of the options. If any of our shareholders either
individually or in the aggregate cause a large number of securities to be sold
in the public market, or if the market perceives that these holders intend to
sell a large number of securities, such sales or anticipated sales could result
in a substantial reduction in the trading price of shares of our common stock
and could also impede our ability to raise future capital.

SHARE EXCHANGES OF THE TYPE WE JUST COMPLETED WITH FALCON LINK ARE OFTEN HEAVILY
SCRUTINIZED BY THE SEC AND WE MAY ENCOUNTER DIFFICULTIES OR DELAYS IN OBTAINING
FUTURE REGULATORY APPROVALS.

         Historically, the SEC and Nasdaq have not generally favored
transactions in which a privately-held company merges into a largely inactive
company with publicly-traded stock, and there is a significant risk that we may
encounter difficulties in obtaining the regulatory approvals necessary to
conduct future financing or acquisition transactions, or to eventually achieve a
listing of shares on one of the Nasdaq stock markets or on a national securities
exchange. On June 29, 2005, the SEC adopted rules

                                       30


dealing with private company mergers into dormant or inactive public companies.
As a result, it is likely that we will be scrutinized carefully by the SEC and
possibly by the National Association of Securities Dealers or Nasdaq, which
could result in difficulties or delays in achieving SEC clearance of any future
registration statements or other SEC filings that we may pursue, in attracting
NASD-member broker-dealers to serve as market-makers in our common stock, or in
achieving admission to one of the Nasdaq stock markets or any other national
securities market. As a consequence, our financial condition and the value and
liquidity of your shares of our common stock may be negatively impacted.

ITEM 1B. UNRESOLVED STAFF COMMENTS

         On February 2, 2006, we filed with the Securities and Exchange
Commission (the "Commission") our Current Report on Form 8-K dated January 30,
2006 (the "Current Report") reporting, among other things, (i) our acquisition
of Falcon Link, (ii) certain amendments to our Certificate of Incorporation,
(iii) the sale of our Series A convertible preferred stock and warrants, (iv)
the appointment of new directors and executive officers of our company, and (v)
a change of control of our company. We included in the Current Report certain
historical financial statements and pro-forma financial statements that
reflected our acquisition of Falcon Link as if such acquisition had occurred at
the beginning of the periods presented.

         On March 16, 2006, we received Commission staff comments on the Current
Report requesting, among other things, certain revisions to the historical and
pro-forma financial statements included in the Current Report. On March 30,
2006, we filed an amendment to the Current Report and our management provided a
written response to all Commission staff comments. Management believes the
amendments to the Current Report and its written responses have substantially
addressed all of the comments of the Commission staff. We cannot ultimately
predict the date of resolution of the open staff comments, the results of the
staff's review of our amended Current Report or the resulting impact of the
additional review, if any, to our financial statements included in the Current
Report.

ITEM 2. - PROPERTIES

         The following table sets forth certain information relating to our
corporate offices and other facilities, all of which are owned by our company or
our subsidiaries.

                                APPROXIMATE
          LOCATION              SQUARE FEET           PRINCIPAL USES
          --------              -----------           --------------

21 Changshe Road                   23,328    Corporate headquarters
Changee City, Henan Province

South Par5, 311 Road              211,680    Slaughterhouse, fresh and cold meat
Yanling County, Henan Province                   products processing plant

21 Changshe Road                  258,120    Meat products processing plant
Changee City, Henan Province

South Part, Changxin Road         776,520    Meat, fruit and vegetable products
Changee City, Henan Province                     processing plant

                                       31


                                APPROXIMATE
          LOCATION              SQUARE FEET           PRINCIPAL USES
          --------              -----------           --------------

21 Changshe Road                  118,800    Logistic center and warehouse
Changee City, Henan Province

         Each of the foregoing properties is in good condition and is occupied
solely by our subsidiaries.

         In the opinion of management, all of our properties are adequately
covered by insurance.

ITEM 3. - LEGAL PROCEEDINGS

         Neither our company nor any of our subsidiaries is a party to any legal
proceedings that, individually or in the aggregate, are material to our company
as a whole.

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

         No matters were submitted to a vote of our security holders during the
fourth quarter of the fiscal year ended December 31, 2005.

                                       32


                                     PART II

ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES

         Our shares began trading on the OTC Bulletin Board on January 12, 2005.
Prior to that date, there was no public market for our common stock.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"ZHNP." Prior to January 30, 2006, the date on which our reverse acquisition of
Falcon Link was consummated, our common stock was traded on the OTC Bulletin
Board under the symbol "STGH." During the period March 30, 2005 to January 30,
2006, we operated as a public "shell" corporation with no significant revenues
or assets. During such period, there was only a limited public market for our
common stock and our common stock traded only sporadically on the OTC Bulletin
Board.

         The following table contains information about the range of high and
low bid prices for our common stock for each full quarterly period since our
shares began publicly trading, based upon reports of transactions on the OTC
Bulletin Board.

                                                                 HIGH      LOW

                  FISCAL 2005

              First  Quarter (commencing  January 12).......   $  3.54   $  3.54
              Second Quarter................................     18.03     18.03
              Third Quarter.................................    123.72     18.03
              Fourth Quarter................................     53.02     36.06

         The source of these high and low prices was the OTC Bulletin Board.
These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions and may not represent actual transactions. The high and low
prices listed have been rounded up to the next highest two decimal places. In
addition, such prices have been adjusted to give effect to the one-for-35.349
reverse stock split of all issued and outstanding shares of our common stock,
which became effective on February 16, 2006. As of March 15, 2006, there were
approximately 40 holders of record of our common stock.

         We have never paid or declared any dividend on our common stock and we
do not anticipate paying cash dividends in the foreseeable future.

         The holders of our Series A Convertible Preferred Stock are entitled to
receive, when and as declared by our Board of Directors, dividends in such
amounts as may be determined by our 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 our common stock until there
shall have been paid or declared and set apart during that fiscal year for the
holders of our Series A Convertible Preferred Stock 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 Convertible Preferred Stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         On January 30, 2006, our Board of Directors and stockholders adopted
and approved our 2006 Equity Incentive Plan (the "2006 Plan"). The 2006 Plan
allows for awards of stock options, restricted stock grants and share
appreciation rights for up to 1,800,000 shares of common stock.

                                       33


         As of March 15, 2006, no awards had been granted under the 2006 Plan.
Options granted in the future under the 2006 Plan are within the discretion of
our Board of Directors. The following table summarizes the number of shares of
our common stock authorized for issuance under our equity compensation plans.



                                                                                                  (c)
                                                                                               NUMBER OF
                                                                                               SECURITIES
                                                                                               REMAINING
                                                                                               AVAILABLE
                                                      (a)                                      FOR FUTURE
                                                   NUMBER OF                (b)              ISSUANCE UNDER
                                                SECURITIES TO BE         WEIGHTED-               EQUITY
                                                  ISSUED UPON             AVERAGE             COMPENSATION
                                                  EXERCISE OF         EXERCISE PRICE        PLANS (EXCLUDING
                                                  OUTSTANDING         OF OUTSTANDING      SECURITIES REFLECTED
               PLAN CATEGORY                        OPTIONS               OPTIONS            IN COLUMN (a))
               -------------                        -------               -------            --------------
                                                                                      
Equity compensation plans approved by                                       N/A                1,800,000
   security holders                                   -0-

Equity compensation plans not approved by                                   N/A
   security holders                                   -0-                                            -0-
                                                      ---                                      ---------

                                      Total           -0-                   N/A                1,800,000
                                                      ===                                      =========


ITEM 6. - SELECTED FINANCIAL DATA

         The following selected consolidated income statement data for the three
years ended December 31, 2003, 2004 and 2005 and the selected consolidated
balance sheet data as of December 31, 2004 and 2005 have been derived from our
audited consolidated financial statements included elsewhere in this Report.
These consolidated financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes included elsewhere in
this Report. Our selected consolidated income statement data for the year ended
December 31, 2002 and our selected consolidated balance sheet data as of
December 31, 2002 and 2003 have been derived from the audited financial
statements of Henan Zhongpin, our deemed predecessor, which are not included in
this Report. Our selected consolidated income statement data for the year ended
December 31, 2001 and our selected consolidated balance sheet data as of
December 31, 2001 have been derived from the unaudited consolidated financial
statements of Henan Zhongpin, which are not included in this Report, but which
have been prepared on the same basis as our audited consolidated financial
statements. The historical results presented below are not necessarily
indicative of the results that may be expected in any future period.

                                       34




                                                                   FISCAL YEARS ENDED DECEMBER 31,
                                                     2005          2004          2003          2002          2001
                                                     ----          ----          ----          ----          ----
                                                                                                         (UNAUDITED)
                                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                              
SELECTED INCOME STATEMENT DATA:
   Net Sales.................................        $ 73,400      $ 42,787       $ 29,593     $ 24,191      $ 17,379
   Gross Profit..............................          12,179         6,117          3,449        2,773         1,879
   Income From Operations....................           7,484         3,058          1,736        1,403         1,034
   Net Income................................           5,914         2,768          1,536        1,053           906
   Net Income per Common Share:
      Basic..................................            0.32          0.15           0.08         0.06          0.05
      Diluted................................            0.27          0.13           0.07         0.05          0.04
   Cash Dividends............................              --            --             56           58            --

SELECTED BALANCE SHEET DATA:
   Property, Plant, Equipment................        $ 10,213      $ 10,072       $  5,805     $  4,794      $  3,763
   Total Assets..............................          53,254        32,167         27,528       18,180         9,878
   Long-Term Debt (Less Current Maturities)..
                                                        2,264         4,329          7,638        5,534         1,872
   Stockholders' Equity......................          14,516         8,183          5,414        3,934         3,360


ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         CERTAIN STATEMENTS IN THIS REPORT CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF OUR COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,
AMONG OTHERS, UNCERTAINTIES RELATING TO GENERAL ECONOMIC AND BUSINESS
CONDITIONS, INTENSE COMPETITION FOR THE ACQUISITION OF BUSINESSES, AND DOMESTIC
AND FOREIGN GOVERNMENT REGULATIONS

       During the period from our formation on February 4, 2003 to January 30,
2006, we did not generate any significant revenue, and accumulated no
significant assets, as we explored various business opportunities. On January
30, 2006, in exchange for a controlling interest in our publicly-held "shell"
corporation, we 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, our historical financial statements
for all periods included in this Report are those of Falcon Link.


OVERVIEW

         We are principally engaged in the meat and food processing business in
the PRC. Currently, we have five processing plants located in Henan Province in
the PRC, with a total of seven production lines. We 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.
We expect to increase the meat processing capacity at this plant by 60,000
metric tons on an annual basis. We utilize state-of-the-art equipment in all of
our abattoirs and processing facilities.

         Our products are sold under the Zhongpin and Shengpin brand names. Our
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. We also sell directly to over
2,100 retail outlets, including supermarkets, within the PRC.

         In 2005, we were 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, our growth rate has
exceeded 50% percent in terms of both revenues and net profits. We have

                                       35


established distribution networks in more than 20 provinces in the North, East,
South and South Midland of the PRC, and also have formed strategic partnerships
with leading supermarket chains and the catering industry in the PRC. In
addition, we export products to the European Union, Southeast Asia and Russia.

RESULTS OF OPERATIONS

         In fiscal 2006, we intend to continue to focus on the implementation of
our strategic plan to continue the growth we have experienced in the last four
years. Our goal for fiscal 2006 is to increase our product sales to more than
$110 million, an increase of approximately $37 million, or approximately 5%, as
compared to fiscal 2005.

         As discussed above, we have completed the construction of a new,
fresh-chilled meat processing facility in the Zhongpin Industry Park and are
expanding its capability in temperature-controlled, physical logistic systems.
On January 30, 2006, we received gross proceeds of $27.6 million from the sale
of our Series A convertible preferred stock and warrants. We expect to continue
to expand our capital base, to scale up operations and to develop new markets,
streamline supply chain management, invest in training and human resources
development and accelerate revenue and profit growth.

         In fiscal 2006, we expect the results of the pork and pork products
segment of our business to remain strong and to achieve growth exceeding 50%. We
currently expect live hog prices to remain favorable in fiscal 2006 as compared
to fiscal 2005. Supply is expected to be ample and we anticipate strong demand
for pork throughout fiscal 2006. We anticipate operating income will be slightly
impacted in fiscal 2006 by higher energy costs. The vegetables and fruits
segment of our business is also expected to achieve accelerated growth that
should exceed 50%. We anticipate increasing market share in the meat and meat
products segment in target markets in fiscal 2006.

         The following table sets forth, for the periods indicated, certain
statement of operations data:

                                                  YEAR ENDED DECEMBER 31,
                                                2005       2004        2003
                                                ----       ----        ----
                                                    (IN THOUSANDS)

Revenues:
    Sales revenues                           $ 73,400    $ 42,787    $ 29,593
    Cost of sales                              61,221      36,670      26,144
                                             --------    --------    --------
        Gross Profit                           12,179       6,117       3,449

Operating expenses:
    General and administrative expenses         2,396       1,214         432
    Operating expenses                          2,300       1,845       1,281
                                             --------    --------    --------
        Total operating expenses                4,696       3,059       1,713
                                             --------    --------    --------
Income from operations:                         7,483       3,058       1,736
                                             --------    --------    --------

Other income (expense):
   Interest income                                183          86         238
   Other income                                   167          32         283
   Allowances income                               86         928         149
    Exchange gain (loss)                          226         (23)        (13)
    Interest expense                           (1,802)     (1,208)       (803)
                                             --------    --------    --------
        Total other income (expense)           (1,140)       (185)       (146)
                                             --------    --------    --------
Net income before taxes                         6,343       2,873       1,590
                                             --------    --------    --------


                                       36


                                                  YEAR ENDED DECEMBER 31,
                                                2005       2004        2003
                                                ----       ----        ----
                                                    (IN THOUSANDS)
   Provision for income taxes                     353          85          57
                                             --------    --------    --------
Net income after taxes                       $  5,990    $  2,788    $  1,533
   Minority interest in gain (loss)                76          20          (3)
                                             --------    --------    --------
Net income                                   $  5,914    $  2,768    $  1,536
   Foreign currency translation adjustment        304         ---         ---
                                             --------    --------    --------
Comprehensive income                         $  6,218    $  2,768    $  1,536
                                             ========    ========    ========

COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2005

         REVENUE. Total revenue increased from $42.79 million in the year ended
December 31, 2004 to $73.40 million for the year ended December 31, 2005, or
approximately 72%. The increase in revenues was primarily due to increased sales
in our 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 $36.67 million in fiscal
2004 to $61.22 million in fiscal 2005, or approximately 67%. As a percentage of
revenue, total cost of sales decreased from approximately 86% in fiscal 2004 to
approximately 83% in fiscal 2005. The decrease in cost of sales was primarily
due to a decline of approximately 3% in raw material costs in fiscal 2005 as
compared to fiscal 2004.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by approximately 98% in fiscal 2005 from $1.21 million in
fiscal 2004 to $2.40 million in fiscal 2005. As a percentage of revenues,
general and administrative expenses increased from 2.84% in fiscal 2004 to 3.26%
in fiscal 2005. During fiscal 2005, we adopted a more conservative doubtful
account allowance rate estimate.

         INTEREST EXPENSE. Interest expense increased from $1.21 million in
fiscal 2004 to $1.80 million in fiscal 2005, or approximately 49%, primarily due
to an increase of approximately 31% in our average indebtedness. During fiscal
2005, we increased our average indebtedness by approximately $5.84 million to
meet our increasing working capital requirements resulting from our significant
growth revenue. Our weighted average annual borrowing rate increased from 7.23%
in fiscal 2004 to 7.99% in fiscal 2005. We have been able to secure debt
financing with lower interest costs, and at March 15, 2006, our weighted average
annual borrowing rate had been reduced to 6.22%

         INTEREST INCOME, ALLOWANCES INCOME, OTHER INCOME AND EXCHANGE GAIN
(LOSS). Interest income, allowances income, other income and exchange gain
(loss) decreased from $1.02 million in fiscal 2004 to $0.66 million in fiscal
2005, primarily due to a decrease 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 in fiscal 2005 over the prior fiscal year resulted from an increase
in our sales of prepared products in fiscal 2005.

COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2004

         REVENUE. Total revenue increased from $29.59 million in the year ended
December 31, 2003 to $42.79 million for the year ended December 31, 2004, or
approximately 45%. The increase in revenues was primarily due to increased sales
in our meat and meat products segment resulting from a widening wholesale
customer base.

                                       37


         COST OF SALES. Cost of sales increased from $26.14 million in fiscal
2003 to $36.67 million in fiscal 2004, or approximately 40%. As a percentage of
revenue, total cost of sales decreased from approximately 88% in fiscal 2003 as
compared to approximately 86% in fiscal 2004. The decrease in our cost of sales
was primarily due to our increasing volume of purchases of raw material, which
resulted in a decrease in our purchase cost per unit. The decline in cost per
unit decreased the percentage of our cost of sales to revenue.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased by approximately 181% from $0.43 million in fiscal 2003 to
$1.21 million in fiscal 2004. As a percentage of revenue, general and
administrative expenses increased from 1.46% in fiscal 2003 to 2.84% in fiscal
2004. This increase was primarily due to the implementation of our growth plan
and market penetration efforts in new markets outside of Henan Province.

         INTEREST EXPENSE. Interest expense increased from $0.80 million in
fiscal 2003 to $1.21 million in fiscal 2004, primarily due to an increase of
approximately 48% in our average indebtedness. Our average indebtedness
increased in fiscal 2004 due to our increasing working capital needs to fund
revenue growth. Our overall weighted average annual borrowing rate increased
from 7.10% in fiscal 2003 to 7.23% in fiscal 2004.

         OTHER INCOME. Other income increased from $0.42 million in fiscal 2003
to $0.95 million in fiscal 2004, or approximately 126%, primarily due to an
increase of allowance income.

         INCOME TAXES. The increase in the provision for income taxes in fiscal
2004 over the prior fiscal year resulted from an increase in our sales of
prepared products in fiscal 2004.

SEGMENT INFORMATION

         We operate in two business segments: pork and pork products, and
vegetables and fruits.

         Our pork and pork products segment is involved primarily in the
processing of live market hogs into fresh, frozen and processed pork products.
Our 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.


         Our vegetables and fruits segment is involved primarily in the
processing of fresh vegetables and fruits. We contract 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 our operations ensures freshness from harvest to processing. We contract to
grow more than 20 categories of vegetables and fruits, including asparagus,
sweet corn, broccoli, mushrooms, lima beans and strawberries.

         Our pork and pork products segment sales increased 71% in the year
ended December 31, 2005 as compared to the year ended December 31, 2004. The
increase in sales was primarily due to higher volumes resulting from an
increasing wholesale customer base, the increasing number of our branded stores
and an increasing number of supermarkets that are purchasing our pork and pork
products. The operating income of our pork and pork products segment increased
by $4.21 million, or approximately 140%, in fiscal 2005 as compared to fiscal
2004.


                                       38


         Our vegetables and fruits segment sales increased 98% in fiscal 2005 as
compared to fiscal 2004. The increase in sales primarily resulted from higher
export sales. Our vegetables and fruits segment operating income increased by
$0.21 million, or approximately 475%, in fiscal 2005 as compared to fiscal 2004.



- ------------------------------------------------------------------------------------------------------------
                                                            SALES BY SEGMENT
                                                             (IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------
                                   SALES             SALES         SALES NET     PERCENTAGE
                                YEAR ENDED        YEAR ENDED        CHANGE         CHANGE
                               DEC. 31, 2005     DEC. 31, 2004     2005/2004      2005/2004
- ------------------------------------------------------------------------------------------------------------
                                                                        
Pork and Pork Products             $ 71.46          $ 41.80         $ 29.66         60.11%
- ------------------------------------------------------------------------------------------------------------
Vegetables and Fruits                 1.94             0.99            0.95         75.75%
                                    ------           ------          ------
- ------------------------------------------------------------------------------------------------------------
                      Total        $ 73.40          $ 42.79         $ 30.61
- ------------------------------------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------------
                                                      OPERATING INCOME BY SEGMENT
                                                             (IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------
                                                                              OPERATING        OPERATING
                              OPERATING        OPERATING       OPERATING       MARGIN           MARGIN
                                INCOME          INCOME          INCOME          YEAR             YEAR
                              YEAR ENDED      YEAR ENDED        CHANGE          ENDED            ENDED
                            DEC. 31, 2005    DEC. 31, 2004     2005/2004    DEC. 31, 2005    DEC. 31, 2004
- ------------------------------------------------------------------------------------------------------------
                                                                                    
Pork and Pork Products           $ 7.25          $ 3.02         $ 4.23          10.15%            7.23%
- ------------------------------------------------------------------------------------------------------------
Vegetables and Fruits              0.23            0.04           0.19          11.86%            3.90%
                                   ----          ------           ----          -----             ----
- ------------------------------------------------------------------------------------------------------------
                     Total       $ 7.48          $ 3.06         $ 4.42          10.19%            7.15%
- ------------------------------------------------------------------------------------------------------------




LIQUIDITY AND CAPITAL RESOURCES

         During fiscal 2005, we funded our operations primarily through cash
flows from operations. We drew down $ 70.18 million from our exiting lines of
credit during fiscal 2005.

         Net cash provided by (used in) operating activities was $4.47 million,
$(0.34) million and $13.08 million in fiscal 2003, 2004 and 2005, respectively.
Cash flows from operations increased during the 2005 period primarily due to an
increase in revenues, a decrease in the percentage of our accounts receivable to
revenue, better inventory management, more effective management of client
relationships and improved payment terms to suppliers.

         Net accounts receivable were $10.63 million as of December 31, 2005.
This compares to $7.82 million at December 31, 2004. The increase in accounts
receivable was due primarily to the increase in our revenues.

         We expended $6.32 million, $1.59 million and $13.23 million for the
purchase of property, plant and equipment and construction of new facilities in
fiscal 2003, 2004 and 2005, respectively.

                                       39


         As of December 31, 2005, we had approximately $10.14 million in cash
and cash equivalents. On January 31, 2006, we received net proceeds of
approximately $22.41 million from the sale of units consisting of our Series A
convertible preferred stock and common stock purchase warrants.

         We believe our existing cash and cash equivalents and our available
lines of credit, which totaled approximately $80 million at March 15, 2006, will
be sufficient to finance our operating requirements and capital expenditures
over the next 12 months.

INFLATION AND SEASONALITY

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

NEW ACCOUNTING STANDARDS

         In March 2005, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 47, "Accounting for Conditional Asset Retirement
Obligations," an interpretation of FASB Statement No. 143 (the Interpretation).
Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations" (SFAS No. 143), was issued in June 2001 and requires an
entity to recognize the fair value of a liability for an asset retirement
obligation in the period in which it is incurred if a reasonable estimate of
fair value can be made. SFAS No. 143 applies to legal obligations associated
with the retirement of a tangible long-lived asset that resulted from the
acquisition, construction, development and (or) the normal operation of a
long-lived asset. The associated asset costs are capitalized as part of the
carrying amount of the long-lived asset. The Interpretation clarifies that the
term "conditional asset retirement obligation" as used in SFAS No. 143, 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. The Interpretation requires an
entity 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. Uncertainty about the timing and (or) method of settlement of a
conditional asset retirement obligation should be factored into the measurement
of the liability when sufficient information exists. SFAS No. 143 acknowledges
that in some cases, sufficient information may not be available to reasonably
estimate the fair value of an asset retirement obligation. The Interpretation is
effective for fiscal years ending after December 15, 2005. We are currently in
the process of evaluating any potential effects of the Interpretation but do not
believe its adoption will have a material impact on our consolidated financial
statements.

         In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 123R, "Share-Based Payment" (SFAS No. 123R), which is a revision
of FASB Statement No. 123, "Accounting for Stock-Based Compensation" (SFAS No.
123). SFAS No. 123R supersedes Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," and amends FASB Statement No. 95,
"Statement of Cash Flows." The revision requires companies to measure and
recognize compensation expense for all share-based payments to employees,
including grants of employee stock options, in the financial statements based on
the fair value at the date of the grant. SFAS No. 123R permits companies to
adopt its requirements using either the modified prospective method or the
modified retrospective method. Under the modified prospective method,
compensation cost is recognized beginning with the effective date for all
share-based payments granted after the effective date and for all awards granted
to employees prior to the effective date of SFAS No. 123R that remain unvested
on the effective date. The modified retrospective method includes the
requirements of the modified prospective method, but also permits entities to
restate either all prior periods presented or prior interim periods of the year
of adoption for the impact of adopting this standard. The Company will apply the
modified prospective method upon adoption. In April 2005, the Securities and
Exchange

                                       40


Commission announced it would provide for phased-in implementation of SFAS No.
123R. As a result, SFAS No. 123R is effective for the first interim or annual
reporting period of a registrant's first fiscal year beginning on or after June
15, 2005. We estimate that compensation expense related to employee stock
options for fiscal 2006 is expected to be in the range of $0.5 -$1.0 million.
SFAS No. 123R also requires the benefits of tax deductions in excess of
recognized compensation costs to be reported as financing cash flow, rather than
as an operating cash flow as required under current literature. This requirement
will reduce net operating cash flows and increase net financing cash flows in
periods after adoption. We believe this reclassification will not have a
material impact on our consolidated statements of cash flows.

         In December 2004, the FASB issued Statement of Financial Accounting
Standards No. 151, "Inventory Costs" (SFAS No. 151). SFAS No. 151 requires
abnormal amounts of inventory costs related to idle facility, freight handling
and wasted material expenses to be recognized as current period charges.
Additionally, SFAS No. 151 requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the
production facilities. The standard is effective for fiscal years beginning
after June 15, 2005. We believe the adoption of SFAS No. 151 will not have a
material impact on our consolidated financial statements.

ITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

DISCLOSURES ABOUT MARKET RISK

           We 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. We
currently do 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 our operations are conducted in the PRC, with
the exception of our export business and limited overseas purchases of raw
materials. Most of our 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 our
business operations.

         Substantially all of our revenues and expenses are denominated in
Renminbi. However, we use 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 our net assets and income derived from its operations in the
PRC.

INTEREST RATE RISK

         We do not have significant interest rate risk, as our debt obligations
are primarily short-term in nature, with fixed interest rates.

                                       41


CREDIT RISK

         We have not experienced significant credit risk, as most of our
customers are long-term customers with superior payment records. Our receivables
are monitored regularly by our credit managers.

ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following consolidated financial statements, notes thereto, and the
related independent auditors' report contained on page F-2 to our consolidated
financial statements are herein incorporated:

    Consolidated balance sheets - December 31, 2005, 2004 and 2003

    Consolidated statements of operations and comprehensive income - Years ended
    December 31, 2005, 2004 and 2003

    Consolidated statements of stockholders' equity -  Years ended
    December 31, 2005, 2004 and 2003

    Consolidated statements of cash flows - Years ended December 31, 2005,
    2004 and 2003

    Notes to consolidated financial statements - Years ended December 31, 2005,
2004 and 2003

ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

         None.

ITEM 9A. CONTROLS AND PROCEDURES.

         (a)      DISCLOSURE CONTROLS AND PROCEDURES. Our management, with the
participation of our chief executive officer and 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 Securities Exchange
Act of 1934, as amended (the "Exchange Act")) as of the end of the period
covered by this report. Based on such evaluation, our chief executive officer
and 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.

         (b)      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
fourth quarter of 2005 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

         None.

                                       42


                                    PART III

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Our current members of the Board of Directors and executive officers
are listed below.

  NAME                AGE     COMPANY TITLE
  ----                ---     -------------
  Xianfu Zhu           41     Chairman of the Board and Chief Executive Officer
  Baoke Ben            41     Executive Vice President and Secretary
  Ronald Kong          42     Senior Vice President
  Yuanmei Ma           34     Chief Financial Officer
  Xinyu Li             51     Director
  Yunchun Wang         31     Director

           All directors serve for one year and until their successors are
elected and qualified. All officers serve at the pleasure of the Board of
Directors. There are no family relationships among any of our officers and
directors.

           Information concerning our executive officers and directors is set
forth below.

         XIANFU ZHU. Mr. Zhu became our Chairman of the Board and Chief
Executive Officer in January 2006. Mr. Zhu was a founder of Henan Zhongpin in
1993 and has served as the Chairman and Chief Executive Officer of Henan
Zhongpin since its inception. Mr. Zhu graduated from Beijing Technology and
Business University and received an EMBA from Tsinghua University.

         BAOKE BEN. Mr. Ben became our Executive Vice President in January 2006.
Mr. Ben has been an Executive Vice President of Henan Zhongpin since July 2002
and was Director of Technology of Henan Zhongpin from October 1999 to July 2002.
Prior to joining Henan Zhongpin in October 1999, Mr. Ben was a researcher at the
Agriculture Research Center. Mr. Ben graduated from Henan Finance & Economy
University and received his EMBA from Tsinghua University.

         RONALD KONG. Mr. Kong became our Senior Vice President in January 2006
and has been a Senior Vice President of Henan Zhongpin since September 2005.
From October 1993 to August 2005, Mr. Kong was Country Manager-China for SITA
Corporation, a leading provider of global information technology and
telecommunications solutions to the air transport and related industries. In
addition, from January 2000 to October 2003, Mr. Kong developed and managed a
joint venture company, InfoSky, for SITA and TravelSky, a company listed in Hong
Kong. Mr. Kong received his B.Sc (Hon) in Computer Science from the University
of Manchester, U.K. and an MBA from Manchester Business School.

         YUANMEI MA. Ms. Ma became our Vice President and Chief Financial
Officer in January 2006 and has been a Vice President and Chief Financial
Officer of Henan Zhongpin since September 2005. From October 2004 to September
2005, Ms. Ma was Senior Operations Manager, Investment Banking for Daton
Securities Co., Ltd., an investment banking firm based in the PRC. From March
2002 to September 2004, Ms. Ma was an Accounting Manager with Neotek
International Corporation, (USA), an automobile parts import and export company.
From December 1998 to January 2002, Ms. Ma was an Operations Manager in the
Asian Project Department for Trans-Pacific Venture Investment, Inc., a financial
consulting firm based in the United States. Ms. Ma received her Bachelor of
Science in

                                       43


Accounting from Arkansas State University and an MBA from Oklahoma City
University, Oklahoma. Ms. Ma is a licensed CPA in the United States.

         XINYU LI. Professor Li became a Director of our company in January
2006. Since 1982, Professor Li has been a Professor in the School of Economics,
Peking University. Professor Li received her B.A. from Xiamen University and her
M.A. from Renmin University.

         YUNCHUN WANG. Mr. Wang became a Director of our company in January
2006. Since October 2004, Mr. Wang has served as the Chief Representative
(China) of Greenstone Investment & Consultants, Ltd., a China-based financial
consulting firm. From May 2001 to October 2004, Mr. Wang served as the Chief
Representative (China) of Frontier Financial Service Inc., a U.S.-based
financial consulting firm, and from March 2002 to October 2004, Vice President
of Highlight Management Consulting Co. Ltd. (Frontier's Chinese partnership
firm). Mr. Wang received a degree in Engineering from Wuxi University of Light
Industry (China), and an MBA from the Business School of the University of
Hertfordshire, UK.

         So long as the number of shares of our common stock issuable upon
conversion of the outstanding shares of our Series A preferred stock is greater
than 10% of the number of our outstanding shares of common stock on a fully
diluted basis, the holders of shares of our Series A preferred stock, as a
separate class, are entitled to elect one member of our board of directors. Any
director elected by the holders of Series A preferred stock may be removed
without cause only by the affirmative vote of the holders of Series A preferred
stock. The holders of our common stock and the holders of our Series A preferred
stock, voting together as a single class, are entitled to elect the balance of
the total number of directors of our company. The holders of our Series A
preferred stock have not yet nominated or elected any person to serve on our
board of directors.

CODE OF ETHICS

         We have adopted a Code of Ethics that applies to all our employees,
including our executive officers. A copy of this code is available on our
website at www.zhongpin.com. We intend to disclose any changes in or waivers
from this code that are required to be publicly disclosed by posting such
information on our website or by filing a Current Report on Form 8-K.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than ten percent of a registered class of our
equity securities ("10% Shareholders"), to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities. Officers,
directors and 10% Shareholders are required by Commission regulation to furnish
us with copies of all Section 16(a) forms they file.

         Based solely on our review of the copies of such reports received by
us, we believe that for the fiscal year ended December 31, 2005, all Section
16(a) filing requirements applicable to our officers, directors and 10%
shareholders were complied with.

AUDIT COMMITTEE FINANCIAL EXPERT

         Our board of directors currently functions as our Audit Committee. Our
board of directors does not have serving on the board an "audit committee
financial expert," within the meaning of such term

                                       44


under applicable regulations of the Securities and Exchange Commission. Our
board of directors believes all of its members are financially literate and
experienced in business matters, and that one or more members of our board of
directors are capable of (i) understanding generally accepted accounting
principles in the United States ("GAAP") and financial statements, (ii)
assessing the general application of GAAP principles in connection with our
accounting for estimates, accruals and reserves, (iii) analyzing and evaluating
our financial statements, (iv) understanding our internal controls and
procedures for financial reporting; and (v) understanding audit committee
functions, all of which are attributes of an audit committee financial expert.
However, our board of directors believes there is not any board member who has
obtained these attributes through the experience specified in the Commission's
definition of "audit committee financial expert." While our board of directors
believes it is able to fulfill its role under the U.S. securities laws and
regulations despite not having a designated "audit committee financial expert,"
our board intends to add a member during 2006 who is an "audit committee
financial expert," within the meaning of such term under applicable regulations
of the Commission.

ITEM 11. - EXECUTIVE COMPENSATION.

         The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to Mr. Xianfu Zhu, our Chairman of
the Board and Chief Executive Officer, and Mr. Kevin Halter, Jr., our former
Chairman of the Board and Chief Executive Officer. No other executive officer
received more than $100,000 in compensation during fiscal 2005.

                               COMPENSATION TABLE



                                                                                                     Long-Term
                                      Annual Compensation                                        Compensation Awards
                                      -------------------                                        -------------------

Name and                      Fiscal                                   Other Annual                            All Other
Principal Position             Year       Salary($)      Bonus($)      Compensation ($)      Options(#)      Compensation
- ------------------            ------      ---------      --------      ----------------      ----------      ------------
                                                                                               
Xianfu Zhu(1)                  2005       $40,000          None             None               None              None
  Chairman and Chief           2004        30,000          None             None               None              None
     Executive Officer         2003        25,000          None             None               None              None

Kevin Halter Jr.(2)            2005       $-0-             None             None               None              None
  Chairman and Chief           2004        -0-             None             None               None              None
     Executive Officer         2003        -0-             None             None               None              None


- -------------

(1)  Mr. Zhu was elected our Chairman of the Board and Chief Executive Officer
     on January 30, 2006. All compensation reflected in the table was for
     services rendered by Mr. Zhu as Chairman of the Board and Chief Executive
     Officer of Henan Zhongpin during the fiscal years indicated.

(2)  Mr. Halter resigned as our Chairman of the Board and Chief Executive
     Officer on January 30, 2006.

STOCK OPTION GRANTS

         None of our officers, directors or other employees have been granted
stock options or stock appreciation rights by our company or any of our
subsidiaries.

                                       45


BOARD OF DIRECTORS COMPENSATION

         Directors who are employees of our company or of any of our
subsidiaries receive no additional compensation for serving on our Board of
Directors or any of its committees. All directors who are not employees of our
company or of any of our subsidiaries are compensated at the rate of $30,000 per
year and are reimbursed for their expenses incurred in attending Board and
committee meetings.

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

            The following table sets forth, as of March 20, 2006, the names,
addresses and number of shares of our common stock beneficially owned by all
persons known to us to be beneficial owners of more than 5% of the outstanding
shares of our common stock, and the names and number of shares beneficially
owned by all of our directors and all of our executive officers and directors as
a group (except as indicated, each beneficial owner listed exercises sole voting
power and sole dispositive power over the shares beneficially owned). As of
March 20, 2006, we had a total of 18,652,568 shares of common stock outstanding,
including 6,900,000 shares issuable upon the conversion of the outstanding
shares of our Series A convertible preferred stock:



                                                                 NUMBER OF SHARES          PERCENT OF
                                                                    AND NATURE               COMMON
                                                                   OF BENEFICIAL              STOCK
NAME OF BENEFICIAL OWNER                                            OWNERSHIP(1)          OUTSTANDING(2)
- ------------------------                                         ----------------         --------------
                                                                                         
Xianfu Zhu.................................................          6,367,507                 34.1%
c/o Zhongpin Inc.
21 Changshe Road
Changee City, Henan Province
The People's Republic of China

Pinnacle China Fund, L.P...................................          2,250,000 (3)             11.6%
4965 Preston Park Blvd
Suite 240
Plano, TX  75093

Special Situations Private Equity Fund, L.P.((4))..........          1,125,000 (5)              5.9%
527 Madison Avenue, Suite 2600
New York, NY 10022

Yunchun Wang...............................................            562,501                  3.0%
Xinyu Li...................................................                 --                   --
All directors and executive officers as a group (six persons)        7,768,134                 41.6%


       -----------------

(1)    A person is considered to beneficially own any shares: (i) over which
       such person, directly or indirectly, exercises sole or shared voting or
       investment power, or (ii) of which such person has the right to acquire
       beneficial ownership at any time within 60 days (such as through exercise
       of stock options or warrants). Unless otherwise indicated, voting and
       investment power relating to the shares shown in the table for our
       directors and executive officers is exercised solely by the beneficial
       owner or shared by the owner and the owner's spouse or children.

                                       46


(2)    Shares of our common stock issuable upon the conversion of our Series A
       convertible preferred stock are deemed outstanding for purposes of
       computing the percentage shown above. In addition, for purposes of this
       table, a person or group of persons is deemed to have "beneficial
       ownership" of any shares of common stock that such person has the right
       to acquire within 60 days after the date of this Report. For purposes of
       computing the percentage of outstanding shares of our common stock held
       by each person or group of persons named above, any shares that such
       person or persons has the right to acquire within 60 days after the date
       of this Report is deemed to be outstanding, but is not deemed to be
       outstanding for the purpose of computing the percentage ownership of any
       other person. The inclusion herein of any shares listed as beneficially
       owned does not constitute an admission of beneficial ownership.

(3)    Consists of 1,500,000 shares of common stock issuable upon the conversion
       of Series A convertible preferred stock, and 750,000 shares of common
       stock issuable upon the exercise of warrants, held by Pinnacle China
       Fund, L.P.

(4)    MG Advisors, L.L.C. ("MG") is the general partner of and investment
       adviser to the Special Situations Private Equity Fund, L.P. (the "Private
       Equity Fund"). Austin W. Marxe and David M. Greenhouse are the principal
       owners of MG and are principally responsible for the selection,
       acquisition and disposition of the portfolio securities by MG on behalf
       of the Private Equity Fund. MGP Advisers Limited Partnership ("MGP") is
       the general partner of Special Situations Fund III, L.P. ("Fund III") and
       Special Situations Fund III QP, L.P. ("Fund III QP") Austin W. Marxe and
       David M. Greenhouse are the general partners of MGP and are principally
       responsible for the selection, acquisition and disposition of the
       portfolio securities by MGP on behalf of Fund III and Fund III QP.

(5)    Consists of (i) 214,500 shares of common stock issuable upon the
       conversion of Series A convertible preferred stock held by Special
       Situations Private Equity Fund and 107,249 shares of common stock
       issuable upon the exercise of warrants held by Special Situations Private
       Equity Fund, (ii) 492,750 shares of common stock issuable upon the
       conversion of Series A convertible preferred stock held by Special
       Situation Fund III QP and 246,375 shares of common stock issuable upon
       the exercise of warrants held by Special Situations Fund III QP and (iii)
       42,750 shares of common stock issuable upon the conversion of Series A
       convertible preferred stock held by Special Situations Fund III and
       21,375 shares of common stock issuable upon the exercise of warrants held
       by Special Situations Fund III.

         From time to time, the number of our shares held in the "street name"
accounts of various securities dealers for the benefit of their clients or in
centralized securities depositories may exceed 5% of the total shares of our
common stock outstanding.

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In connection with our acquisition of our operating subsidiaries on
January 30, 2006, our wholly-owned subsidiary, Falcon Link Investment Limited,
entered into a consulting agreement with HFG International Limited, a Hong Kong
corporation affiliated with Kevin Halter, Jr. Mr. Halter beneficially owned
approximately 82.4% of our outstanding shares of common stock immediately prior
to such acquisition. Under the consulting agreement, Falcon Link paid HFG
International Limited $350,000 for consulting services to be rendered over the
12-month term of the agreement.

         Yunchun Wang, a director of our company, is the Chief Representative
(China) of Greenstone Investment & Consultants, Ltd., a financial consulting
firm based in the PRC ("Greenstone"). Pursuant to our retainer agreement with
Greenstone, we paid Greenstone consulting fees in the amount of $100,000 for
consulting services rendered during the year ended December 31, 2005. We have
retained Greenstone to render consulting services during the year ended December
31, 2006 and have agreed to pay Greenstone consulting fees of $100,000 in
respect of such services.

                                       47


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         AUDIT FEES. The aggregate fees billed by Child, Van Wagoner & Bradshaw,
PLLC, our principal accountants, for professional services rendered for the
audit of our consolidated financial statements included in our Annual Report on
Form 10-K and review of financial statements included in our Quarterly Reports
on Form 10-Q, or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements during fiscal
2005 was $43,000 and during fiscal 2004 was $30,000.

         AUDIT-RELATED FEES. We did not engage our principal accountants to
provide assurance or related services during the last two fiscal years.

         TAX FEES. We did not engage our principal accountants to render tax
compliance, tax advice or tax planning services during the last two fiscal
years.

         ALL OTHER FEES. We did not engage our principal accountants to render
services to us during the last two fiscal years, other than as reported above.

         PRE-APPROVAL POLICIES AND PROCEDURES. Our Board of Directors has the
sole authority to appoint or replace our independent auditor. Our Board is
directly responsible for the compensation and oversight of the work of our
independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work. Our independent auditor is
engaged by, and reports directly to, our Board.

         Our Board pre-approves all auditing services and permitted non-audit
services (including the fees and terms thereof) to be performed for us by our
independent auditor, subject to the DE MINIMIS exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act, all of which are approved
by our Board prior to the completion of the audit. In the event pre-approval for
such auditing services and permitted non-audit services cannot be obtained as a
result of inherent time constraints in the matter for which such services are
required, our Chairman of the Board may pre-approve such services, and will
report for ratification such pre-approval to our Board at its next scheduled
meeting. Our Board has complied with the procedures set forth above and all
services reported above were approved in accordance with such procedures.

                                       48


                                     PART IV

ITEM 15. - EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES.

(a)      Documents filed as part of this Report:

         (1)      Report of Independent Registered Public Accounting Firm
                  Financial Statements covered by the Report of Independent
                     Registered Public Accounting Firm
                  Consolidated Balance Sheets as of December 31, 2005, 2004
                     and 2003
                  Consolidated Statements of Operations and Comprehensive Income
                     for the Years ended December 31, 2005, 2004 and 2003
                  Consolidated Statements of Stockholders' Equity for the
                     years ended December 31, 2005, 2004 and 2003
                  Consolidated statements of Cash Flows for the years ended
                     December 31, 2005, 2004 and 2003
                  Notes to Consolidated Financial Statements for the years
                     ended December 31, 2005, 2004 and 2003

         (2)      Schedules for the years ended December 31, 2005, 2004 and 2003
                  None.

(b)      Exhibits:
             2.1         Share Exchange Agreement, dated as of January 30, 2006,
                         by and between the Registrant and Falcon Link
                         Investment Limited, incorporated by reference to
                         Exhibit 2.1 to our Current Report on Form 8-K dated
                         January 30, 2006.

             3.1         Certificate of Incorporation of the Registrant filed
                         February 4, 2003 with the Delaware Secretary of State,
                         incorporated by reference to Exhibit 3.1 to our
                         Registration Statement on Form SB-2 filed with the
                         Securities and Exchange Commission on January 22, 2004.


             3.2         Amendment to Certificate of Incorporation of the
                         Registrant filed January 30, 2006 with the Delaware
                         Secretary of State, incorporated by reference to
                         Exhibit 3.2 to our Current Report on Form 8-K dated
                         January 30, 2006.


             3.3         Certificate of Designation of Series A Convertible
                         Preferred Stock of the Registrant filed January 30,
                         2005 with the Delaware Secretary of State, incorporated
                         by reference to Exhibit 3.3 to our Current Report on
                         Form 8-K dated January 30, 2006.

             3.4         Amendment to Certificate of Incorporation of the
                         Registrant filed February 16, 2006 with the Delaware
                         Secretary of State, incorporated by reference to
                         Exhibit 3.1 to our Current Report on Form 8-K dated
                         February 16, 2006.


             4.1         Certificate of Designation of Series A Convertible
                         Preferred Stock of the Registrant is filed as Exhibit
                         3.3 to this Report.

                                       49


              3.5        Amended By-laws of the Registrant, incorporated by
                         reference to Exhibit 3.2A to Amendment No. 2 to
                         Registration Statement on Form SB-2 filed with the
                         Securities and Exchange Commission on June 4, 2004.


             10.1        Loan Agreements between Agricultural Bank of China,
                         Xuchang Branch and Henan Zhongpin Food Share Co., Ltd.,
                         incorporated by reference to Exhibit 10.1 to our
                         Current Report on Form 8-K dated January 30, 2006.*


             10.2        Loan Agreement dated March 31, 2005 between CITIC
                         Industrial Bank, Zhengzhou Branch and Henan Zhongpin
                         Food Share Co., Ltd., incorporated by reference to
                         Exhibit 2.1 to our Current Report on Form 8-K dated
                         January 30, 2006.*


             10.3        Loan Agreements between Shanghai Pudong Development
                         Bank, Zhengzhou Branch and Henan Zhongpin Food Share
                         Co., Ltd., incorporated by reference to Exhibit 10.3 to
                         our Current Report on Form 8-K dated January 30, 2006.*


             10.4        Loan Agreements between China Construction Bank,
                         Xuchang Branch and Henan Zhongpin Food Share Co., Ltd.,
                         incorporated by reference to Exhibit 10.4 to our
                         Current Report on Form 8-K dated January 30, 2006.*


             10.5        Transfer Loan Agreement dated May 31, 2002 between Bank
                         of Communications, Zhengzhou Branch and Henan Zhongpin
                         Food Share Co., Ltd., incorporated by reference to
                         Exhibit 10.5 to our Current Report on Form 8-K dated
                         January 30, 2006.*

             10.6        Equipment Purchase Agreement dated July 18, 2001
                         between Henan International Economic Trading
                         Corporation (buyer), Henan Zhongpin Food Share Co.,
                         Ltd. (end user) and Berg Chilling Systems Inc.(seller),
                         incorporated by reference to Exhibit 10.6 to our
                         Current Report on Form 8-K dated January 30, 2006.*


             10.7        Advisory Agreements dated April 07, 2005 and April 26,
                         2005 between Greenstone Investment & Consultants Ltd.
                         and Henan Zhongpin Food Share Co., Ltd., incorporated
                         by reference to Exhibit 10.7 to our Current Report on
                         Form 8-K dated January 30, 2006.*


             10.8        Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Zhu Xianfu
                         and Henan Zhongpin Food Co., Ltd., incorporated by
                         reference to Exhibit 10.8 to our Current Report on Form
                         8-K dated January 30, 2006.*

             10.9        Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Ben Baoke
                         and Henan Zhongpin Food Co., Ltd., incorporated by
                         reference to Exhibit 10.9 to our Current Report on Form
                         8-K dated January 30, 2006.*


             10.10       Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Si Shuichi
                         and Henan Zhongpin Food Co., Ltd., incorporated by
                         reference to Exhibit 10.10 to our Current Report on
                         Form 8-K dated January 30, 2006.*

                                       50


             10.11       Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Wang Qinghe
                         and Henan Zhongpin Food Co., Ltd., incorporated by
                         reference to Exhibit 10.11 to our Current Report on
                         Form 8-K dated January 30, 2006.*


             10.12       Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Liu Chaoyang
                         and Henan Zhongpin Food Co., Ltd., incorporated by
                         reference to Exhibit 10.12 to our Current Report on
                         Form 8-K dated January 30, 2006.*


             10.13       Agreement on Transfer of Shares of Henan Zhongpin Food
                         Share Co., Ltd. dated May 23, 2005 between Wang
                         Juanjuan and Henan Zhongpin Food Co., Ltd.,
                         incorporated by reference to Exhibit 10.13 to our
                         Current Report on Form 8-K dated January 30, 2006.*


             10.14       Agreement on Trust of Share Equity of Henan Zhongpin
                         Food Share Co., Ltd. dated May 23, 2005 between Zhu
                         Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Liu
                         Chaoyang and Wang Juanjuan and Henan Zhongpin Food Co.,
                         Ltd., incorporated by reference to Exhibit 10.14 to our
                         Current Report on Form 8-K dated January 30, 2006.*


             10.15       Agreement on Transfer of Equity Interest of Henan
                         Zhongpin Food Co., Ltd. dated August 16, 2005 between
                         Zhu Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Liu
                         Chaoyang and Wang Juanjuan (Transferors) and Falcon
                         Link Investment Ltd., incorporated by reference to
                         Exhibit 10.15 to our Current Report on Form 8-K dated
                         January 30, 2006.*


             10.16       Securities Purchase Agreement, dated as of January 30,
                         2006, by and among the Registrant and the purchasers
                         named therein, incorporated by reference to Exhibit
                         10.16 to our Current Report on Form 8-K dated January
                         30, 2006.


             10.17       Registration Rights Agreement, dated as of January 30,
                         2006, by and among the Registrant and the purchaser
                         named therein, incorporated by reference to Exhibit
                         10.17 to our Current Report on Form 8-K dated January
                         30, 2006.


             10.18       Form of Warrant to purchase common stock, incorporated
                         by reference to Exhibit 10.18 to our Current Report on
                         Form 8-K dated January 30, 2006.


             14.1        Code of Business Conduct and Ethics of the Registrant.


             21.1        List of Subsidiaries of Registrant, incorporated by
                         reference to Exhibit 21.1 to our Current Report on Form
                         8-K dated January 30, 2006.


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

                                       51


             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.


             99.1        Business License of Henan Zhongpin Food Share Co.,
                         Ltd., dated December 16, 2003, incorporated by
                         reference to Exhibit 99.1 to our Current Report on Form
                         8-K dated January 30, 2006. (TRANSLATED FROM MANDARIN)


             99.2        By-Laws of Henan Zhongpin Food Share Co., Ltd., dated
                         May 23, 2005, incorporated by reference to Exhibit 99.2
                         to our Current Report on Form 8-K dated January 30,
                         2006. (TRANSLATED FROM MANDARIN)


             99.3        Governmental Approval of the Acquisition of Henan
                         Zhongpin Food Co., Ltd. by Falcon Link Investment
                         Limited, dated September 13, 2005, incorporated by
                         reference to Exhibit 99.3 to our Current Report on Form
                         8-K dated January 30, 2006. (TRANSLATED FROM MANDARIN)


             99.4        Certificate of Approval for Establishment of an
                         Enterprise with Foreign Investment [Henan Zhongpin Food
                         Co., Ltd.] in the People's Republic of China, dated
                         September 15, 2005, incorporated by reference to
                         Exhibit 99.4 to our Current Report on Form 8-K dated
                         January 30, 2006. (TRANSLATED FROM MANDARIN)


             99.5        By-Laws of Henan Zhongpin Food Co., Ltd., dated August,
                         2005, incorporated by reference to Exhibit 99.5 to our
                         Current Report on Form 8-K dated January 30, 2006.
                         (TRANSLATED FROM MANDARIN)


             99.6        Certificate of Incorporation of Falcon Link Investment
                         Limited, dated July 21, 2005, incorporated by reference
                         to Exhibit 99.6 to our Current Report on Form 8-K dated
                         January 30, 2006.


             99.7        Memorandum of Association of Falcon Link Investment
                         Limited, dated July 21, 2005, incorporated by reference
                         to Exhibit 99.7 to our Current Report on Form 8-K dated
                         January 30, 2006.


             99.8        Articles of Association of Falcon Link Investment
                         Limited, dated July 21, 2005, incorporated by reference
                         to Exhibit 99.8 to our Current Report on Form 8-K dated
                         January 30, 2006.


             99.9        Business License of Henan Zhongpin Food Co., Ltd. dated
                         May 26, 2005, incorporated by reference to Exhibit 99.9
                         to our Current Report on Form 8-K dated January 30,
                         2006. (TRANSLATED FROM MANDARIN)

- ------------

* Original agreement in Mandarin, summary of key terms attached.

                                       52


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, we have duly caused this Report to be signed on our behalf
by the undersigned, thereunto duly authorized on the 30th day of March 2006.

                                               ZHONGPIN INC.
                                                  (Company)



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

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

    Signature                          Title                        Date
- -------------------        -------------------------------     ---------------


/s/  Xianfu Zhu            Chairman of the Board of Directors   March 30, 2006
- ----------------------     and Chief Executive Officer
Xianfu Zhu                 (Principal Executive Officer)

/s/  Yuanmei Ma            Chief Financial Officer              March 30, 2006
- ----------------------     (Principal Financial and
Yuanmei Ma                 Accounting Officer)

/s/ Xinyu Li               Director                             March 30, 2006
- ----------------------
Xinyu Li

/s/ Yunchun Wang           Director                             March 30, 2006
- ----------------------
Yunchun Wang

                                       53


                                  ZHONGPIN INC.
                        (FORMERLY STRONG TECHNICAL, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003



                                  ZHONGPIN INC.
                        (FORMERLY STRONG TECHNICAL, INC.)


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                   F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM                                                              F-2

CONSOLIDATED BALANCE SHEETS                                                  F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME                                                         F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                              F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS                                        F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   F-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
- ---------------------------------------------------------------------------------------------------------




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
ZHONGPIN INC. (formerly STRONG TECHNICAL, INC.)
Henan Province, People's Republic of China

We have audited the accompanying consolidated balance sheets of ZHONGPIN INC.
(formerly STRONG TECHNICAL, INC.) and subsidiaries as of December 31, 2005, 2004
and 2003, and the related consolidated statements of operations and
comprehensive income, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
ZHONGPIN INC. (formerly STRONG TECHNICAL, INC.) and subsidiaries as of December
31, 2005, 2004 and 2003, and the consolidated results of its operations and its
cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC
Kaysville, Utah
March 16, 2006

                                       F-2


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                           CONSOLIDATED BALANCE SHEETS



                                                                   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                   ------------    ------------    ------------
                               ASSETS                                  2005            2004            2003
                                                                   -----------     -----------     -----------
                                                                                          
Current assets
  Cash and cash equivalents                                        $10,142,394     $ 5,204,637     $ 6,140,527
  Accounts receivable and other receivables                         10,002,918       7,819,097       2,758,897
  Purchase deposits                                                    220,836         124,520         239,410
  Prepaid expenses and deferred charges                                 99,009          92,163          19,327
  Inventories                                                        2,347,312       3,143,954       4,467,051
  Tax refund receivable                                                644,232              --         203,532
                                                                   -----------     -----------     -----------
Total current assets                                                23,456,701      16,384,371      13,828,744

Property, plant and equipment (net)                                 10,212,848      10,072,205       5,804,959

Related party receivables                                              267,658          72,464          72,464
Other receivables                                                      632,063              --              --
Construction in progress                                            16,931,178       3,936,431       7,034,245
Intangible assets                                                    1,753,124       1,701,135         787,843
                                                                   -----------     -----------     -----------

Total assets                                                       $53,253,572     $32,166,606     $27,528,255
                                                                   ===========     ===========     ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Bank overdraft                                                   $   619,579     $        --     $        --
  Accounts payable and other payables                               10,278,464       5,334,765       4,132,946
  Accrued liabilities                                                  759,420         322,842         366,684
  Short-term loans payable                                          18,995,853       9,119,552       7,083,649
  Taxes payable                                                      2,055,925         716,861              --
  Deposits from clients                                                769,398         714,597       1,798,935
  Research & development grants payable                              2,436,804              --              --
  Long-term loans payable - current portion                            145,671       3,308,877       1,044,150
                                                                   -----------     -----------     -----------
Total current liabilities                                           36,061,114      19,517,494      14,426,364

Long-term loans payable                                              2,264,448       4,329,103       7,637,980
                                                                   -----------     -----------     -----------
Total liabilities                                                   38,325,562      23,846,597      22,064,344

Minority interest                                                      411,742         137,278          49,653

Stockholders' equity
  Preferred stock par value $0.001; 10,000,000 authorized;
  no shares issued and outstanding                                          --              --              --
  Common stock par value $0.001; 25,000,000 shares authorized;
  11,752,578 shares issued and outstanding                              11,753          11,753          11,753
  Additional paid in capital                                         2,102,933       1,986,991       1,986,991
  Retained earnings                                                 12,097,834       6,183,987       3,415,514
  Accumulated other comprehensive income                               303,748              --              --
                                                                   -----------     -----------     -----------
Total stockholders' equity                                          14,516,268       8,182,731       5,414,258
                                                                   -----------     -----------     -----------

Total liabilities and stockholders' equity                         $53,253,572     $32,166,606     $27,528,255
                                                                   ===========     ===========     ===========



                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-3


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME



                                                                   Year ended
                                                                  December 31,
                                                ------------------------------------------------
                                                    2005              2004              2003
                                                    ----              ----              ----

                                                                           
Revenues
  Sales revenues                                $ 73,399,998      $ 42,787,153      $ 29,593,493
  Cost of sales                                   61,220,499        36,669,989        26,144,177
                                                ------------      ------------      ------------
    Gross profit                                  12,179,499         6,117,164         3,449,316

Operating expenses
  General and administrative expenses              2,395,961         1,214,365           431,576
  Operating expenses                               2,299,950         1,844,840         1,281,516
                                                ------------      ------------      ------------
    Total operating expenses                       4,695,911         3,059,205         1,713,092
                                                ------------      ------------      ------------

Income from operations                             7,483,588         3,057,959         1,736,224

Other income (expense)
  Interest income                                    182,798            85,854           237,673
  Other income                                       166,673            31,807           283,228
  Allowances income                                   85,592           928,302           149,158
  Exchange gain (loss)                               226,547           (22,554)          (12,512)
  Interest expense                                (1,802,042)       (1,208,362)         (803,308)
                                                ------------      ------------      ------------
    Total other income (expense)                  (1,140,432)         (184,953)         (145,761)
                                                ------------      ------------      ------------

Net income before taxes                            6,343,156         2,873,006         1,590,463
  Provision for income taxes                         352,880            84,541            57,097
                                                ------------      ------------      ------------

Net income after taxes                             5,990,276         2,788,465         1,533,366
  Minority interest in gain (loss)                    76,429            19,992            (2,906)
                                                ------------      ------------      ------------

Net income                                      $  5,913,847      $  2,768,473      $  1,536,272
                                                ============      ============      ============

  Foreign currency translation adjustment            303,748                --                --
                                                ------------      ------------      ------------
Comprehensive income                            $  6,217,595      $  2,768,473      $  1,536,272
                                                ============      ============      ============

Basic earnings per common share                 $       0.32      $       0.15      $       0.08
                                                ------------      ------------      ------------
Diluted earnings per common share               $       0.27      $       0.13      $       0.07
                                                ------------      ------------      ------------
Basic weighted average shares outstanding         18,652,578        18,652,578        18,652,578
                                                ------------      ------------      ------------
Diluted weighted average shares outstanding       22,102,578        22,102,578        22,102,578
                                                ------------      ------------      ------------



                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-4


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                          Accumulated
                                                                               Additional                    Other
                              Preferred Stock          Common Stock              Paid In      Retained   Comprehensive
                             Shares  Par Value     Shares        Par Value       Capital      Earnings       Income        Total
                             ------  ---------     ------        ---------       -------      --------       ------        -----

                                                                                               
Balance at January 1, 2003       --  $      --             1   $  1,816,425   $    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        --         --             1      1,816,425        182,319     3,415,514           --     5,414,258

Net income for the year          --         --            --             --             --     2,768,473           --     2,768,473
                             ------  ---------  ------------   ------------   ------------  ------------   ----------  ------------
Balance December 31, 2004        --         --             1      1,816,425        182,319     6,183,987           --     8,182,731

Merger on May 20                 --         --            --        115,942                                                 115,942
Recapitalization on Sept. 15     --         --         9,999     (1,922,367)     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        --         --        10,000         10,000      2,104,686    12,097,834      303,748    14,516,268

Items applied retroactively:
Recapitalization on
January 30, 2006                                 415,432,354        405,442       (405,442)                                      --
Reverse stock split on
February 16, 2006 (1:35.349)     --         --  (403,689,776)      (403,689)       403,689            --           --            --
                             ------  ---------  ------------   ------------   ------------  ------------   ----------  ------------
Restated December 31, 2005       --  $      --    11,752,578   $     11,753   $  2,102,933  $ 12,097,834   $  303,748  $ 14,516,268
                             ======  =========  ============   ============   ============  ============   ==========  ============



                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-5


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                             Year ended
                                                                            December 31,
                                                          ------------------------------------------------
                                                              2005              2004              2003
                                                          ------------      ------------      ------------
                                                                                     
Cash flows from operating activities:
  Net income                                              $  5,913,847      $  2,768,473      $  1,536,272
  Adjustments to reconcile net income to
    net cash provided by (used in) operations:
    Minority interest                                           76,447            87,625            (2,906)
    Depreciation                                               602,008           415,979           253,003
    Amortization                                                37,431            38,144             5,209
    Provision for allowance for bad debt                     1,214,461           267,668            67,669
    Changes in operating assets and liabilities:
      Accounts receivable and other receivables             (3,788,597)       (5,327,868)         (197,213)
      Purchase deposits                                        (91,712)          114,890           754,995
      Prepaid expense and deferred charges                      (4,383)          (72,836)           (5,361)
      Inventories                                              865,583         1,323,097        (1,307,000)
      Tax refunds receivable                                  (634,793)               --            41,978
      Intangible assets                                             --          (951,436)               --
      Accounts payable and accrued liabilities               7,135,575         1,201,819         1,703,038
      Accrued liabilities                                      419,194           (43,842)           34,683
      Taxes payable                                          1,303,773           920,393           (60,166)
      Deposits from clients                                     35,676        (1,084,338)        1,642,985
                                                          ------------      ------------      ------------
  Net cash provided by (used in) operating activities       13,084,510          (342,232)        4,467,186

Cash flows from investing activities:
  Construction in progress                                 (12,703,414)        3,097,814        (5,056,786)
  Additions to fixed assets                                   (527,369)       (4,683,225)       (1,263,830)
                                                          ------------      ------------      ------------
      Net cash used in investing activities                (13,230,783)       (1,585,411)       (6,320,616)

Cash flows from financing activities:
  Proceeds from cash overdraft                                 610,501                --                --
  Proceeds from short-term loans                             9,641,295         2,035,903         2,005,833
  Proceeds from long-term loans                                     --                --         2,544,449
  Repayments of long-term loans                             (5,490,645)       (1,044,150)               --
  Capital paid in at acquisition                               117,216                --                --
  Advances to related parties                                 (190,476)               --                --
  Investment in sub by minority holder                         190,476                --                --
  Payments of dividends                                             --                --           (56,392)
                                                          ------------      ------------      ------------
      Net cash provided by financing activities              4,878,367           991,753         4,493,890

  Effect of rate changes on cash                               205,663                --                --
                                                          ------------      ------------      ------------

  Increase (decrease) in cash and cash equivalents           4,937,757          (935,890)        2,640,460

  Cash and cash equivalents, beginning of period             5,204,637         6,140,527         3,500,067
                                                          ------------      ------------      ------------
  Cash and cash equivalents, end of period                $ 10,142,394      $  5,204,637      $  6,140,527
                                                          ============      ============      ============

Supplemental disclosures of cash flow information:

  Cash paid for interest                                  $  1,699,634      $  1,208,362      $    803,308
                                                          ============      ============      ============
  Cash paid for income taxes                              $    370,696      $     84,541      $     57,097
                                                          ============      ============      ============



                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-6


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   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 Zhongin 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 acquisition transaction was accounted
     for as a reverse merger 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 ("Food Share") and its
     subsidiaries. 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.

                                       F-7


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND NATURE OF OPERATIONS (Continued)

     Details of Food Share's 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

     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 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.

     FISCAL YEAR

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

                                       F-8


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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.

                                       F-9


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO 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 receivables,
     equipment and 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 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.

                                      F-10


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 sells primarily
     perishable and frozen food products. As such, any right of return is only
     for 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:



                                                                   2005            2004            2003
                                                                   ----            ----            ----
                                                                                      
     NUMERATOR FOR BASIC AND DILUTED EPS
       Net income to common stockholders                       $ 5,913,847     $ 2,768,473     $ 1,536,272
                                                               ===========     ===========     ===========

     DENOMINATORS FOR BASIC AND DILUTED EPS
       Common stock outstanding after recapitalization and
       1:35.349 reverse stock split                             11,752,578      11,752,578      11,752,578
       Add: Series A Preferred conversion rights                 6,900,000       6,900,000       6,900,000
                                                               -----------     -----------     -----------
     DENOMINATOR FOR BASIC EPS                                  18,652,578      18,652,578      18,652,578
                                                               ===========     ===========     ===========
       Add: Outstanding stock warrants                           3,450,000       3,450,000       3,450,000
                                                               -----------     -----------     -----------
     DENOMINATOR FOR DILUTED EPS                                22,102,578      22,102,578      22,102,578
                                                               ===========     ===========     ===========

     EPS - Basic                                               $      0.32     $      0.15     $      0.08
                                                               -----------     -----------     -----------
     EPS - Diluted                                             $      0.27     $      0.13     $      0.07
                                                               -----------     -----------     -----------


     The Company had no potentially dilutive securities outstanding at December
     31, 2005, 2004 and 2003. 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.

                                      F-11


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO 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 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 $352,880, $84,541 and $57,097 for 2005, 2004 and 2003,
     respectively.

     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.

                                      F-12


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2005, 2004 and 2003
     were as follows:

                                     2005             2004             2003
                                     ----             ----             ----
     Accounts receivable         $ 10,337,838     $  7,470,323     $  1,683,940
     Other receivables              2,013,757          820,590        1,235,615
     Allowances receivable                 --               --           43,490
     Allowance for bad debts       (1,716,614)        (471,816)        (204,148)
                                 ------------     ------------     ------------
                                 $ 10,634,981     $  7,819,097     $  2,758,897
                                 ============     ============     ============

5.   INVENTORIES

     Inventories consisted of:



                                            December 31,    December 31,    December 31,
                                                2005            2004             2003
                                                ----            ----             ----
                                                                   
     Raw materials                          $   210,288     $   247,041     $   143,171
     Low value consumables and packaging        147,000         104,846          66,659
     Work-in-progress                           290,149         434,667       1,042,155
     Finished goods                           1,699,875       2,377,705       3,215,066
     Provision for loss of pricing                   --         (20,305)             --
                                            -----------     -----------     -----------
     Net inventories                        $ 2,347,312     $ 3,143,954     $ 4,467,051
                                            ===========     ===========     ===========


6. PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment at cost consisted of:



                                             2005              2004              2003
                                             ----              ----              ----
                                                                   
     Machinery and equipment            $  6,832,887      $  6,311,417      $  3,621,320
     Furniture and office equipment          253,187           221,016           198,680
     Motor vehicles                          281,371           207,270           235,053
     Buildings                             5,084,728         4,923,229         2,924,654
                                        ------------      ------------      ------------
         Subtotal                         12,452,173        11,662,932         6,979,707
     Less: accumulated depreciation       (2,239,325)       (1,590,727)       (1,174,748)
                                        ------------      ------------      ------------
     Net property and equipment         $ 10,212,848      $ 10,072,205      $  5,804,959
                                        ============      ============      ============

     Depreciation expense               $    602,008      $    415,979      $    253,003
                                        ============      ============      ============


                                      F-13


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   INTANGIBLE ASSETS

     Intangible assets consisted of the following:

                                  December 31,     December 31,     December 31,
                                      2005             2004             2003
                                      ----             ----             ----
     Land use rights              $ 1,840,937      $ 1,749,697      $   798,261
     Accumulated amortization         (87,813)         (48,562)         (10,418)
                                  -----------      -----------      -----------
                                  $ 1,753,124      $ 1,701,135      $   787,843
                                  ===========      ===========      ===========

     Amortization expense         $    37,431      $    38,144      $     5,209
                                  ===========      ===========      ===========

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 :



                                                      December 31,    December 31,    December 31,
Construction in Progress            Completed on          2005            2004            2003
- ------------------------            ------------          ----            ----            ----
                                                                          
Sewage Construction                 October 2004      $        --     $        --     $    22,495
Industrial Plant                    February 2006      16,931,178       3,887,164       7,011,750
Frozen machinery and store room      March 2005                --          49,267              --
                                                      -----------     -----------     -----------
                                                      $16,931,178     $ 3,936,431     $ 7,034,245
                                                      ===========     ===========     ===========


10.  LOANS PAYABLE

     SHORT-TERM LOANS

     Short-term loans are due within one year. These loans are secured by the
     land and plant of the Company, and guaranteed by the Company. 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 secured by the land and plant of the Company, and
     guaranteed by Henan Zhongpin Industrial Company Limited and bears an
     interest rate 6.0% per annum.

                                      F-14


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  LOANS PAYABLE

     LONG-TERM LOANS (Continued)

     The balances of loans payable were as follows:



                                           December 31,    December 31,    December 31,
                                               2005            2004            2003
                                               ----            ----            ----
                                                                  
     Short Term Loans Payable              $18,995,853     $ 9,119,552     $ 7,083,649
     Long Term Loans Payable                 2,410,119       7,637,980       8,682,130
                                           -----------     -----------     -----------
                                           $21,405,972     $16,757,532     $15,765,779
                                           ===========     ===========     ===========

               Long Term Repayment Schedule
     -------------------------------------------------
     Payments due in 2006                  $   145,671
     Payments due in 2007                      145,671
     Payments due in 2008                      145,671
     Payments due in 2009                      145,671
     Payments due in 2010                      145,671
     Payments due thereafter                 1,681,764
                                           -----------
                                           $ 2,410,119


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:

                            Year ended       Year ended       Year ended
                           December 31,     December 31,     December 31,
                               2005             2004             2003
                               ----             ----             ----
     Allowances income     $     85,592     $    928,302     $    149,158
                           ============     ============     ============

                                      F-15


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  ALLOWANCES INCOME (Continued)

     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 2005, 2004 and 2003.

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 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.

                                      F-16


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.  NEW ACCOUNTING PRONOUNCEMENTS (Continued)

     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.

                                      F-17


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.  SUBSEQUENT EVENTS

     On January 30, 2006, the Company consummated an agreement with the
     shareholders of Falcon whereby it 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. Consequently, Falcon became a wholly-owned subsidiary of the
     Company. The transaction was accounted for as a reverse merger resulting in
     a recapitalization of Falcon, wherein Falcon's historical financial
     statements became those of the Company, retrospectively restated to reflect
     the adopted capital structure of the Company as if the transaction had
     occurred at the beginning of the first period presented. These financial
     statements have been adjusted to reflect such restatement.

     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.

     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.

                                      F-18


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.  PREFERRED STOCK

     The features of the Series A Convertible Preferred Stock are as follow.

     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 (1) 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.

                                      F-19


                                  ZHONGPIN INC.
                        (formerly STRONG TECHNICAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.  PREFERRED STOCK (Continued)

     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 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.

17.  SUPPLEMENTAL DISCLOSURE

     From the period from July 1, 2005 to January 29, 2006, Zhongpin Inc.
     (previously Strong Technical, Inc.) had no assets, liabilities, operations
     or cash flows. Accordingly, no separate financial data has been provided
     for Zhongpin Inc. on a standalone basis. Previously the registrant had June
     30 as its fiscal year end. These financial statements are presented using
     the calendar year in accordance with the fiscal year end of the operating
     subsidiaries.

18.  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
                                                   YEAR ENDED                 YEAR ENDED
                                                  DEC. 31, 2005             DEC. 31, 2004
                                                  -------------             -------------
                                                                            
     Pork and Pork Products..............              $ 71.46                    $ 41.80
     Vegetables and Fruits...............                 1.94                       0.99
                                                        ------                     ------
                                     Total             $ 73.40                    $ 42.79





                                                        OPERATING INCOME BY SEGMENT
                                                               (IN MILLIONS)

                                                OPERATING INCOME           OPERATING INCOME
                                                   YEAR ENDED                 YEAR ENDED
                                                  DEC. 31, 2005             DEC. 31, 2004
                                                  -------------             -------------
                                                                             
     Pork and Pork Products..............               $ 7.25                     $ 3.02
     Vegetables and Fruits...............                 0.23                       0.04
                                                          ----                     ------
                                     Total              $ 7.48                     $ 3.06



                                      F-20

EX-14.1

                                                                    EXHIBIT 14.1


                                  ZHONGPIN INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                                (MARCH 30, 2006)

INTRODUCTION

         All employees, officers and directors of Zhongpin Inc. (the "Company")
are responsible for conducting themselves in compliance with this Code of
Business Conduct and Ethics (the "Code"), other policies of the Company and
applicable laws, rules and regulations. The Company adopted the Code in order to
assist the Company and its employees, officers and directors with the Company's
goals of conducting its business and affairs in accordance with applicable laws,
rules and regulations and maintaining the highest standards of ethical conduct,
fair dealing and honesty.

                  The Company also expects that any consultants or other service
providers it retains will adhere to the Code. In addition, for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the Securities
and Exchange Commission (the "Commission") promulgated thereunder, Sections I
through IV of the Code shall constitute the Company's code of ethics for "Senior
Financial Officers" (as defined in Section I below).

I.       COMPLIANCE AND REPORTING

         Employees, officers and directors should strive to identify and raise
potential issues before they lead to problems for the Company and should ask
about the application of the Code whenever there is a question as to whether a
violation of the Code has occurred or will occur. Any employee or officer who
becomes aware of any existing or potential violation of the Code should promptly
notify the appropriate supervisor. Should the Chief Executive Officer (CEO) or
the Principal Accounting Officer or any director become aware of an existing or
potential violation of the Code, he or she should promptly notify the Company's
Chief Financial Officer (CFO, and together with the CEO and the Principal
Accounting Officer, the "Senior Financial Officers"). The Company shall take
such disciplinary, corrective or preventative action as it deems appropriate to
address any existing or potential violation of this Code brought to its
attention.

         Confidentiality regarding those who make compliance reports and those
potentially involved is maintained to the extent possible during a compliance
investigation. The Company does not tolerate retribution, retaliation or adverse
personnel action of any kind against any person for lawfully reporting a
situation of potential noncompliance with the Code, or providing to the Company
or any law enforcement or other governmental agency any information or
assistance relating to the commission or possible commission of any federal or
state offense.

         The Senior Financial Officers have a responsibility to create an
environment within the Company in which compliance with the Code is treated as a
serious obligation and in which



violations of the Code are not tolerated. The Senior Financial Officers will
establish and, if necessary, modify the procedures by which violations of the
Code are to be reported.

II.      CONFLICTS OF INTEREST

         All business decisions must be made in the Company's best interest. A
"conflict of interest" arises when an individual's judgment is or may be
influenced by considerations of improper personal gain or benefit to the
individual or another person. Even if no actual conflict of interest occurs,
situations that create the appearance of a conflict may harm the Company's
public relations or cause other problems damaging to the Company, and, as such,
also should be avoided. Conflicts of interest are prohibited as a matter of
Company policy, unless they have been approved in advance by the Company.

         For example, an employee, officer or director must never use or attempt
to use his or her position at the Company to obtain any improper personal
benefit for himself or herself, for his or her family members or for any other
person, including loans or guarantees of obligations, from any other person or
entity. In this regard, service to the Company should never be subordinated to
personal gain and advantage. To the extent possible, conflicts of interest
always should be avoided. Any employee, officer or director who is aware of a
material transaction or relationship that could reasonably be expected to give
rise to a conflict of interest should promptly discuss the matter with the Chief
Financial Officer, or, at the request of the Chief Financial Officer, the
Company's outside legal counsel.

         Transactions with outside firms must be conducted within a framework
established and controlled by the executive level of the Company. Business
dealings with outside firms should not result in unusual gains for those firms
or their employees. Unusual gain refers to bribes, product bonuses, special
fringe benefits, unusual price breaks, and other windfalls designed to
ultimately benefit either the outside firm, its employee, or both. Promotional
plans that could be interpreted to involve unusual gain require specific
executive-level approval.

         An actual or potential conflict of interest occurs when an employee is
in a position to influence a decision that may result in a personal gain for
that employee or for a relative as a result of the Company's business dealings.
For the purposes of this policy, a relative is any person who is related by
blood or marriage, or whose relationship with the employee is similar to that of
persons who are related by blood or marriage.

         No "presumption of guilt" is created by the mere existence of a
relationship with outside firms. However, if employees have any influence on
transactions involving purchases, contracts, or leases, it is imperative that
they disclose to an officer of the Company as soon as possible the existence of
any actual or potential conflict of interest so that safeguards can be
established to protect all parties.

         Personal gain may result not only in cases where an employee or
relative has an ownership interest in a firm with which the Company does
business, but also when an employee or relative receives any kickback, bribe,
substantial gift or special consideration from any Company tenant, customer or
vendor (for example, a contractor or supplier) or a potential tenant, customer
or vendor. Any employee who receives a gift from a tenant, customer or vendor or

                                       2


potential tenant, customer or vendor must advise his or her supervisor
immediately. If the supervisor determines that the gift is of a normal and
customary nature (e.g., not excessively expensive), the employee may retain the
gift. If the gift is determined by the supervisor to be excessive, the employee
must return the gift with a brief explanation that it is against the Company's
policy for employees to accept gifts of an excessive nature. Employees who do
not report the receipt of gifts to their immediate supervisor will be subject to
disciplinary action up to and including termination. In addition, employees who
solicit gifts will be subject to disciplinary action, up to and including
termination.

         In addition, as a result of their close relationships to the Company
and its business, the Senior Financial Officers have a special responsibility
to:

            o   refrain, without the approval of the Board of Directors, from
                transacting business with the Company through any entity in
                which the officer or a member of his or her immediate family
                owns all or a controlling interest;

            o   refrain, without the approval of the Board of Directors, from
                participating in other employment or serving as a director for
                other organizations if such activity reasonably could be
                expected to interfere with the officer's ability to act in the
                best interests of the Company or reasonably could be expected to
                require the officer to use proprietary, confidential or
                non-public information of the Company;

            o   refuse gifts, favors or hospitality that would influence or
                appear to influence the recipient to act other than in the best
                interests of the Company; and

            o   report to the Audit Committee or to the Board of Directors any
                existing or potential director positions they hold, including
                positions on non-profit or charitable organization boards of
                directors.

III.     PUBLIC DISCLOSURE

         It is the Company's policy that the information in its public
communications and disclosures, including its filings with the Commission, be
full, fair, accurate, timely and understandable. All employees, officers and
directors who are involved in the Company's disclosure process, including the
Senior Financial Officers, are responsible for acting in furtherance of this
policy. Specifically, these individuals are required to maintain familiarity
with the disclosure requirements applicable to the Company and are prohibited
from knowingly misrepresenting, omitting or causing others to misrepresent or
omit, material facts regarding the Company to others, whether within or outside
the Company, including the Company's independent accountants. In addition, any
employee, officer or director who has a supervisory role in the Company's
disclosure process has an obligation to diligently discharge his or her
responsibilities.

         The Senior Financial Officers, in particular, must act in good faith
and with due care and diligence in connection with the preparation of the
Company's public disclosures. The Senior Financial Officers must ensure that the
financial statements and reports submitted to the Commission are full, fair,
accurate, timely and understandable. The Senior Financial Officers

                                       3


must also promptly report any irregularities or deficiencies in the Company's
internal controls for financial reporting to the Audit Committee or the Board of
Directors.

IV.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         As noted, it is the Company's policy to comply with all applicable
laws, rules and regulations. It is the personal responsibility of each employee,
officer and director to adhere to the standards and restrictions imposed by
those laws, rules and regulations.

         It is both illegal and against Company policy for any employee, officer
or director who is aware of material, nonpublic information relating to the
Company, any of the Company's customers or clients or any other private or
governmental issuer or securities to purchase or sell any securities of those
issuers, or recommend that another person purchase, sell or hold the securities
of those issuers.

         In general, information is "material" if it could affect a person's
decision to purchase, sell or hold a company's securities. Material information
includes, for example, a company's anticipated earnings, plans to acquire or
sell significant assets and changes in senior executives. Employees, officers
and directors should try to limit transactions to times when it can reasonably
be assumed that all material information about a company has been disclosed. All
employees, and officers and directors of the Company in particular, should
consult with the Chief Financial Officer, or, at the request of the Chief
Financial Officer, the Company's outside legal counsel, regarding the safest
times to trade in the Company's securities.

         In addition, employees, officers and directors may not disclose
material, nonpublic information about the Company or another company to any
person (i) inside the Company, unless they need to know the information for
legitimate business purposes, or (ii) outside of the Company, unless prior
approval is obtained from management in consultation with the Chief Financial
Officer, or, at the request of the Chief Financial Officer, the Company's
outside legal counsel. Bear in mind that this information belongs to the Company
and no person may misappropriate it for anyone's benefit. Providing a "tip"
based on material, nonpublic information is unethical and illegal, and is
prohibited, even if you do not profit from it. All employees must obtain
clearance from the Chief Financial Officer prior to trading in the Company's
securities.

         More detailed rules governing the trading of Company securities by
employees, officers and directors are set forth in the Company's Insider Trading
Policy most recently dated March 30, 2006. You may obtain a copy of this policy
by contacting the Chief Financial Officer.

         Other laws, rules, regulations and Company policies to which employees,
officers and directors are subject relate to business practices. For example,
employees, officers and directors may not misrepresent facts, contractual terms
or Company policies to a stockholder, service provider or regulator. Even if
done inadvertently, you must correct the misrepresentation as soon as possible
after consulting with the Chief Financial Officer, or, at the request of the
Chief Financial Officer, the Company's outside legal counsel. In addition,
employees, officers and directors must adhere to appropriate procedures
governing the retention and destruction of the Company's records, consistent
with applicable laws, regulations, Company policies and business

                                       4


needs. No person should destroy, alter or falsify any document that may be
relevant to a threatened or pending lawsuit or governmental investigation. You
should consult with, and follow the instructions of, the Chief Financial Officer
in these situations.

         Employees, officers and directors must also comply with the U.S.
Foreign Corrupt Practices Act, which prohibits American businesses, and in many
cases their foreign subsidiaries, from offering, paying or authorizing payment
to foreign government officials, political parties or their officials, or
political candidates.

         The Senior Financial Officers, in particular, have a responsibility to
ensure compliance with the applicable rules and regulations of federal, state
and local governments, both domestic and foreign, and of appropriate public and
private regulatory agencies or organizations. In addition to adhering to
established Company policies and procedures, these individuals must take steps
to ensure that other employees and officers follow such policies and procedures.

         Any employee, officer or director who is uncertain about the legal
rules and regulations to which he or she or the Company is subject should
consult with the Chief Financial Officer.

V.       EMPLOYMENT PRACTICES

         In making employment and personnel decisions, the Company employment
decisions must be based only on an employee's or applicant's qualifications,
demonstrated skills and achievements without regard to race, color, sex,
religion, national origin, age, disability, veteran status, citizenship, sexual
orientation, gender identity or marital status.

         All employees are entitled to be treated with respect and dignity.
Management must not tolerate harassment of, or by, any employee in situations
involving another employee, stockholder, service provider or business associate.
Employees, officers and directors must not engage in conduct that could be
construed as sexual harassment, which may include, for example, unwelcome sexual
advances, offensive touching, sexually suggestive statements, offensive jokes,
requests for sexual favors or other verbal or physical conduct of a sexual
nature.

         Any person who believes he or she has been harassed in the course of
performing his or her employment with the Company should notify the Chief
Financial Officer. Company policy prohibits retaliation against any individual
who complains of, or reports an instance of, harassment or participates in an
investigation of a harassment complaint.

VI.      CORPORATE OPPORTUNITIES

         Employees, officers and directors owe a duty to the Company to advance
the Company's legitimate business interests when the opportunity to do so
arises. In this regard, employees, officers and directors are prohibited from
(i) taking for themselves personally (or directing to a third party) business
opportunities that are discovered through the use of Company property,
information or position (unless the Company has already been offered the
opportunity and rejected it); (ii) using Company property, information or
position for improper personal gain; and (iii) competing with the Company.

                                       5


         It may be difficult to decipher whether or not a particular personal
benefit is proper, as sometimes both personal and Company benefits may be
derived from certain activities. The best course of action in these
circumstances is to consult with the Chief Financial Officer, or, at the request
of the Chief Financial Officer, the Company's outside legal counsel.

VII.     CONFIDENTIALITY

         In carrying out the Company's business, employees, officers and
directors may learn confidential or proprietary information about the Company or
third parties. Employees, officers and directors must maintain the
confidentiality of all information entrusted to them, except when disclosure is
authorized or legally mandated. Confidential or proprietary information
includes, for example, any nonpublic information concerning the Company,
including its business, properties, financial performance, results or prospects,
and any nonpublic information provided by a third party with the expectation or
contractual agreement that the information will be kept confidential and used
solely for the business purpose for which it was conveyed. Employees, officers
and directors are required to secure from unauthorized access and public view
documents under their control that contain confidential or proprietary
information. When such information is discarded, appropriate steps must be taken
to ensure proper and complete destruction.

         In addition, employees, officers and directors are prohibited from
taking confidential or proprietary information with them upon termination of
employment with the Company or from using or disclosing such information for any
purpose elsewhere, including with a different employer or company. Any
confidential or proprietary information must be promptly returned to the Company
upon termination of employment or affiliation with the Company.

VIII.    FAIR DEALING

         Company policy is to conduct business fairly through honest business
competition and the Company does not seek competitive advantages through
unethical or illegal business practices. Each employee, officer and director
should endeavor to deal fairly with the Company's stockholders, service
providers, competitors and employees. No employee, officer or director should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation or omission of material facts or any
other practice involving unfair dealing.

IX.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees, officers and directors should protect the Company's
assets and ensure their efficient use. It is important to bear in mind that
theft, carelessness and waste have a direct impact on the Company's
profitability. Thus, all assets of the Company should be used only for
legitimate business purposes.

X.       WAIVERS OF THE CODE

         The Company may elect to waive certain provisions of the Code on a
case-by-case basis. Any employee, officer or director who would like to request
a waiver of one or more of the Code's provisions must discuss the matter with
the Chief Financial Officer. Waivers for

                                       6


executive officers and directors of the Company only may be granted by the Board
of Directors or a committee of the Board.

XI.      SPECIFIC WRITTEN AGREEMENTS

         To the extent there is any conflict or inconsistency between the
provisions of this Code of Business Conduct and Ethics and any specific written
agreements with the Company (which agreements are, have been or will be approved
by the Company's board of directors), the terms of such written agreements will
control the conduct of the parties and such conduct will not be considered to be
in conflict with any provisions of this Code of Business Conduct and Ethics.

                                       7

EX-31.1

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

                           Pursuant to 18 U.S.C. 1350
                 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Xianfu Zhu, Chief Executive Officer of ZHONGPIN INC., certify that:

1.       I have reviewed this Annual Report on Form 10-K of ZHONGPIN INC.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       I am responsible for establishing and maintaining  disclosure  controls
         and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
         15d-15(e)) for the registrant and have:

         a)       Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  my supervision,  to ensure that material  information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to me by others within those entities, particularly
                  during the period in which this report is being prepared;

         b)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report  my
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

         c)       Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5.       I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the registrant's auditors and the
         audit  committee of the  registrant's  board of  directors  (or persons
         performing the equivalent functions):

         a)       All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

         b)       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

Date:   March 30, 2006                        By: /s/ Xianfu Zhu
                                                 -------------------------------
                                                      Xianfu Zhu
                                                      Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

                                  CERTIFICATION
                           Pursuant to 18 U.S.C. 1350
                 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Yuanmei Ma, Chief Financial Officer of ZHONGPIN INC., certify that:

6.       I have reviewed this Annual Report on Form 10-K of ZHONGPIN INC.;

7.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

8.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

9.       I am responsible for establishing and maintaining  disclosure  controls
         and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
         15d-15(e)) for the registrant and have:

         d)       Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  my supervision,  to ensure that material  information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to me by others within those entities, particularly
                  during the period in which this report is being prepared;

         e)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report  my
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

         f)       Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

10.      I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the registrant's auditors and the
         audit  committee of the  registrant's  board of  directors  (or persons
         performing the equivalent functions):

         c)       All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

         d)       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.

Date:   March 30, 2006                       By: /s/ Yuanmei Ma
                                                 -------------------------------
                                                     Yuanmei Ma
                                                     Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

                                  CERTIFICATION
                           Pursuant to 18 U.S.C. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)

In  connection  with the  Annual  Report  on Form  10-K of  ZHONGPIN  INC.  (the
"Company")  for the year ended  December 31, 2005, as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  Xianfu Zhu, as Chief
Executive  Officer  of the  Company,  hereby  certifies,  pursuant  to 18 U.S.C.
ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information  contained in the Report fairly  presents,  in
                  all material respects,  the financial condition and results of
                  operations of the Company.

Date: March 30, 2006                                 By: /s/ Xianfu Zhu
                                                         -----------------------
                                                             Xianfu Zhu
              Chief Executive Officer



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         This  certification  accompanies each Report pursuant to ss. 906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.

         A signed original of this written statement required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.

EX-32.2

                                                                    EXHIBIT 32.2

                                  CERTIFICATION
                           Pursuant to 18 U.S.C. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)

In  connection  with the  Annual  Report  on Form  10-K of  ZHONGPIN  INC.  (the
"Company")  for the year ended  December 31, 2005, as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  Yuanmei Ma, as Chief
Financial  Officer  of the  Company,  hereby  certifies,  pursuant  to 18 U.S.C.
ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information  contained in the Report fairly  presents,  in
                  all material respects,  the financial condition and results of
                  operations of the Company.

Date: March 30, 2006                                 By: /s/ Yuanmei Ma
                                                         -----------------------
                                                             Yuanmei Ma

                       Chief Financial Officer





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         This  certification  accompanies each Report pursuant to ss. 906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.

         A signed original of this written statement required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.