EXHIBIT 3.5

                         CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                OF ZHONGPIN INC.

        (Pursuant to Section 242 of the Delaware General Corporation Law)


     Zhongpin Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, does hereby certify as
follows:

     1. The name of the Corporation is Zhongpin Inc. (the "CORPORATION").

     2. That the original Certificate of Incorporation of the Corporation, as
subsequently amended, was filed on February 4, 2003 (the "CERTIFICATE OF
INCORPORATION").

     3. The Certificate of Incorporation of the Corporation is hereby amended by
deleting Article "FOURTH" thereof and replacing it with the following:

                  "FOURTH: The total number of shares of capital stock which the
                  Corporation shall have authority to issue is one hundred
                  twenty-five million (125,000,000) shares, of which one hundred
                  million (100,000,000) shares shall be Common Stock, par value
                  $.001 per share without cumulative voting rights and without
                  preemptive rights, and twenty-five million (25,000,000) shares
                  shall be Preferred Stock, par value $.001 per share.

                  The Board of Directors of the Corporation is expressly
                  authorized at any time, and from time to time, to provide for
                  the issuance of shares of Preferred Stock in one or more
                  series, with such designations, preferences and relative,
                  participating, optional or other special rights, and
                  qualifications, limitations, or restrictions thereof, as shall
                  be stated and expressed in the resolution or resolutions
                  providing for the issue thereof adopted by the Board of
                  Directors."

     4. The foregoing amendment was duly approved by the Board of Directors and
recommended to be adopted by the stockholders of the Corporation in accordance
with Section 242 of the Delaware General Corporation Law, and was adopted by the
written consent of the stockholders of the Corporation in accordance with
Section 228 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 20th day of March, 2007.

                                  ZHONGPIN INC.

                                         By:  /s/  Xianfu Zhu
                                            ----------------------------------
                                             XIANFU ZHU
                                             Chief Executive Officer, Chairman