8-K

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

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

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): MAY 29, 2006

                                  ZHONGPIN INC.
               (Exact name of registrant as specified in charter)


            DELAWARE                333-112111                54-2100419
  (State or other jurisdiction      (Commission              (IRS Employer
        of incorporation)          File Number)           Identification No.)

  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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))






ITEM 8.01  OTHER EVENTS.

         On May 29, 2006, Zhongpin Inc., a Delaware corporation ("we," "us" or
"our"), entered into a Letter of Engagement (the "Letter") with Beijing Richen
Consultants Co., Ltd. and Beijing Jingdu Management & Consultants Co., Ltd., a
member of Horwath International (the "Consultants"), both of which companies are
organized under the laws of the People's Republic of China. The Consultants will
provide consulting and advisory services regarding our compliance with Section
404 of the Sarbanes-Oxley Act of 2002 ("SOX").

         The Letter provides that the Consultants will assess and create an
internal control assessment report, provide training on US-GAAP and the
discrepancies between US-GAAP and PRC-GAAP, provide training courses on
SOX-related content and the COSO internal control framework, and provide a
training program on the working plan and method for implementing a SOX Section
404 compliance system.

         A copy of the Letter is attached as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable.

         (b) Not applicable.

         (c) Not applicable.

         (d) Exhibits. The following exhibit is furnished herewith:



EXHIBIT NO.                       DESCRIPTION

99.1          Letter of Engagement dated as of May 29, 2006.





                                   SIGNATURES

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

                                        ZHONGPIN INC.
                                        ----------------------------------------
                                        (Registrant)




                                        By: /s/ XIANFU ZHU
                                            ------------------------------------
                                        Name: Xianfu Zhu
                                        Title: Chief Executive Officer

Dated: June 1, 2006

                                  EXHIBIT INDEX

EXHIBIT NO.                          DESCRIPTION

99.1        Letter of Engagement dated as of May 29, 2006 between Zhongpin Inc.,
            Beijing Richen Consultants Co., Ltd. and Beijing Jingdu Management &
            Consultants Co., Ltd., a member of Horwath International.

EX-99.1

                                                                    Exhibit 99.1




                                  Zhongpin Inc.
                                (OTC BB: ZHNP.OB)






                    Sarbanes-Oxley ACT Section 404 Compliance






                                    LETTER OF
                                   ENGAGEMENT
                                  MAY 15, 2006





                      BEIJING RICHEN CONSULTANTS CO., LTD.
                                        &
               BEIJING JINGDU MANAGEMENT & CONSULTANTS CO., LTD.
                        A MEMBER OF HORWATH INTERNATIONAL






LETTER OF ENGAGEMENT

To:

Zhongpin, Inc.
21 Changshe Road
Changge City
Henan Province
PRC
May 15, 2006

SOX SECTION 404 COMPLIANCE PROJECT

Dear Sir or Madam:

Hello!

We thank Zhongpin Inc. ("Your company," "Company") for entrusting Beijing Richen
Consultants Co., Ltd. and Beijing Jingdu Management & Consultants Co. Ltd., a
member of Horwath International ("We," "Us" ) to provide professional counseling
to you in regards to the SOX Section 404 compliance project ("SOX404 Compliance
Project," "The project").

1. Our report

1.1      We will submit our working report in phases, the details of which are
shown below:

   Phase One -- Conduct project planning and complete a detailed plan for
project implementation;

   Phase Two -- Assess the level of the entity's control environment, prepare
the entity's environment level assessment report and general IT assessment
report;

   Phase Three -- Conduct the pilot process by selecting one or two processes on
which to conduct the pilot, record and process the design report;

   Phase Four -- Project roll-out. Roll-out the project to the whole company and
prepare the internal control design report;

   Phase Five -- Assess the efficiency and effectiveness, and prepare the
internal control assessment report;

   Phase Six -- Assist management in assessing and preparing the internal
control assessment report.

1.2 We will provide related training on the SOX404 Compliance Project during the
program's implementation, the details of which are shown below:

   Phase One -- Project planning. We will provide two courses: (1) a training
program on SOX-related content and the COSO internal control framework and (2) a
training program on the working plan and method for the project;

   Phase Three -- Conduct the pilot and train to expand and promote the
experience acquired during the third phase of the project to the whole company;

   Phase Five -- Efficiency and effectiveness evaluation, training management on
internal controls: we will provide training to management and related personnel
regarding the management assessment in SOX404 so that the company may conduct
the assessment on its own in subsequent years.

1.3 We will provide related training on US-GAAP during project implementation,
the details of which are shown below:

>   Introduce US-GAAP and identify discrepancies between PRC-GAAP and US-GAAP;

>   Error correction and accounting changes;

>   Financial statements;



>   Adjusting to the discrepancies between PRC-GAAP and US-GAAP and maintaining
    two parallel sets of accounting systems;

>   Mergers and acquisitions, financial statement consolidation.

2. The services that we will provide

2.1 The Project Proposal Plan constitutes part of our engagement, including the
company's profile, assistance on the SOX404 compliance project, basic assumption
of the project, the project's scope, working method, estimated schedule,
organization, team structure, and estimated charges for the project.

2.2 We understand that we can contact the company's management and conduct a
review of the company's accounting records and related processes. We know we
will be able to understand the independent auditor's requirements about the
company's accounting policies and procedures, reporting procedures, and will be
able to discuss these questions with them and receive the company's cooperation.

2.3 We understand that our work will receive related personnel's cooperation,
including but not limited to, the personnel from the company's audit commission,
financial controller, internal audit department, each financial department and
other related departments.

3. Confidential Agreement

3.1 The confidential agreement signed in the early stages of the program will be
extended until the project's termination.

4. Business Clauses

4.1 This agreement shall be read in conjunction with the business clauses
attached.

5. Confirmation and Acceptance

5.1 The agreement and the business clauses and confidential agreement attached
constitute the entirety of the contract between us.

5.2 Please sign and return a copy of this agreement to confirm your consent.

Best wishes,

Signature: /s/ Zhenlin Xia
Name and position: Zhenlin Xia, President
On behalf of Beijing Richen Consultants Co., Ltd. (Seal)


Signature: /s/ Dongdong Liu
Name and position: Dongdong Liu, Executive Director
On behalf of Beijing Jingdu Management Consultant Co., Ltd.,
a member of Horwath International (Seal)

Contract Confirmation

I have read the agreement clauses, including the attachments, and the Business
Clauses attached to this engagement endorsed on May 15, 2006. On behalf of
ZHONGPIN INC. (OTC BB: ZHNP.OB), I accept these agreement clauses and business
clauses and confirm that I have received authorization from ZHONGPIN INC. (OTC
BB: ZHNP.OB) to enter into this contract.


Signature: /s/ Xianfu Zhu
Name and position: Xianfu Zhu, Chairman and CEO
On behalf of ZHONGPIN INC. (OTC BB: ZHNP.OB) (Seal)
Date: May 29, 2006