8-K

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): October 9, 2007

Zhongpin Inc.

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation)	333-112111 (Commission File Number)		54-2100419 (IRS Employer Identification No.)
21 Changshe Road, Changge City, Henan Province 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:

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

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

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

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

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02. Unregistered Sales of Equity Securities. 

On October 9, 2007, we consummated the sale and issuance (the “Offering”) of an aggregate of 6.25 million shares of our common stock, $.001 par value per share (the “Common Stock”), at a purchase price of $8.00 per share, pursuant to the terms of a Securities Purchase Agreement (the “Purchase Agreement”), dated as of September 28, 2007 between our company and various accredited institutional investors listed therein, and as reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2007. Such securities were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Regulation D under the Securities Act.

SECTION 8 - OTHER EVENTS

Item 8.01. Other Events.

On October 9, 2007, we issued a press release announcing the consummation of the sale and issuance of the securities reported in Item 3.02 above. A copy of the press release is attached hereto as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Document
99.1	Press Release Announcing Consummation of Sale of Equity Securities, dated October 9, 2007.

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: October 9, 2007

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release Announcing Consummation of Sale of Equity Securities, dated October 9, 2007.

EX-99.1

Contact:

Crocker Coulson, President	Yuanmei Ma, Chief Financial Officer
Leslie Richardson, Financial Writer	Zhongpin Inc.
CCG Elite	86-010-82861788
646-213-1915
crocker.coulson@ccgir.com

For Immediate Release

Zhongpin Inc. Announces the Closing

of $50 Million Equity Investment

Changge City, Henan Province, China - October 9, 2007 - Zhongpin Inc. (OTC BB: ZHNP) (“Zhongpin”), a leading meat and food processing company in the People’s Republic of China (“PRC”), announced that it has successfully closed with certain accredited institutional investors the private placement of 6,250,000 shares of common stock at a purchase price of $8.00 per share, for gross proceeds of $50 million. Roth Capital Partners, LLC and European American Equities, Inc., a subsidiary of TerraNova Capital Partners, Inc., acted as the placement agents for this transaction.

For more detailed information on the financing referred to in this release, reference is made to Zhongpin’s Current Report on Form 8-K and related exhibits filed with the Securities and Exchange Commission on Tuesday, October 2, 2007.

The common stock issued in the private placement has not been registered under the Securities Act of 1933, as amended, and may not be subsequently offered or sold by the investors in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Zhongpin has agreed to file a registration statement covering the resale by the investors of the common stock issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Zhongpin

Zhongpin is a meat and food processing company that specializes in pork and pork products, and fruits and vegetables, in the PRC. Its distribution network in the PRC spans more than 20 provinces and includes over 2,800 retail outlets. Zhongpin's export markets include the European Union, Eastern Europe, Russia, Hong Kong, Japan and South Korea. For more information, contact CCG Elite directly or visit Zhongpin’s website at www.zpfood.com.

Safe Harbor Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release constitute forward-looking statements within the meaning of Federal securities laws. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of the company’s management and are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: unanticipated changes in product demand, interruptions in the supply of live pigs/raw pork, downturns in the Chinese economy, delivery delays, freezer facility malfunctions, poor performance of the retail distribution network, changes in applicable regulations, and other information detailed from time to time in the company's filings and future filings with the United States Securities and Exchange Commission.

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