10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended June 30, 2011

or

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

For the transition period from                                                            To

Commission File Number : 001-33593

	Zhongpin Inc.
(Exact name of registrant as specified in its charter)

Delaware	54-2100419
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

21 Changshe Road, Changge City, Henan Province, People’s Republic of China	461500
(Address of principal executive offices)	(Zip Code)

	011 86 10-8286 1788
(Registrant’s telephone number, including area code)

	Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 ninety (90) days.  YES xNO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES x  NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

Large accelerated filer o    Accelerated filer  x  Non-accelerated filer o (Do not check if a smaller reporting company)  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO x

As of August 5, 2011, 40,355,502 shares of the registrant’s common stock were outstanding.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on August 9, 2011, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment does not reflect events that have occurred after the August 9, 2011 filing date of the Form 10-Q, or modify or update the disclosures presented therein, except to reflect the amendment described above.

Signatures

Pursuant to the requirements 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.

Date:  August 11, 2011	Zhongpin Inc. (Company)
	By:	/s/ Xianfu Zhu
		Xianfu Zhu
		Chief Executive Officer
	By:	/s/ Feng Wang
		Feng Wang
		Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Title
31.1*	Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.

______________________

*    Previously filed.

**  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

XML



CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Accounts receivable, allowance for doubtful accounts	$ 2,411,634	$ 1,708,479
Other receivables, allowance for doubtful accounts	$ 259,452	$ 232,751
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	100,000,000	100,000,000
Common stock, shares issued	40,355,502	35,338,160
Common stock, shares outstanding	40,355,502	35,338,160

XML



CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenues
Sales revenues	$ 366,452,560	$ 215,072,583	$ 652,235,781	$ 419,357,498
Cost of sales	(327,306,939)	(189,738,151)	(577,173,910)	(369,104,716)
Gross profit	39,145,621	25,334,432	75,061,871	50,252,782
Operating expenses
General and administrative expenses	(7,022,657)	(5,691,468)	(13,450,203)	(11,749,609)
Selling expenses	(8,457,575)	(4,638,672)	(14,730,895)	(8,975,500)
Research & development expenses	(23,804)	(35,871)	(455,310)	(76,723)
Impairment loss		(1,007,447)		(1,007,447)
Total operating expenses	(15,504,036)	(11,373,458)	(28,636,408)	(21,809,279)
Income from operations	23,641,585	13,960,974	46,425,463	28,443,503
Other income (expense)
Interest income (expenses), net	(3,374,314)	(1,900,389)	(8,811,383)	(3,335,850)
Other income (expenses), net	(4,962)	63,729	(31,994)	628,792
Exchange gain (loss)	(40,413)	41,039	(80,227)	40,735
Government subsidies	337,286	1,244,925	1,451,907	1,870,081
Total other income (expense)	(3,082,403)	(550,696)	(7,471,697)	(796,242)
Net income before taxes	20,559,182	13,410,278	38,953,766	27,647,261
Provision for income taxes	(1,243,095)	(1,044,833)	(2,754,484)	(2,031,353)
Net income after taxes	19,316,087	12,365,445	36,199,282	25,615,908
Net income attributable to noncontrolling interest	(991)		(1,145)
Net income attributable to Zhongpin Inc. shareholders	19,315,096	12,365,445	36,198,137	25,615,908
Foreign currency translation adjustment	6,124,756	1,692,005	9,932,670	1,778,270
Foreign currency translation adjustment attributable to noncontrolling interest	(10,504)		(11,565)
Foreign currency translation adjustment attributable to Zhongpin Inc. shareholders	6,114,252	1,692,005	9,921,105	1,778,270
Comprehensive income	25,440,843	14,057,450	46,131,952	27,394,178
Comprehensive income attributable to noncontrolling interest	(11,495)		(12,710)
Comprehensive income attributable to Zhongpin Inc. shareholders	$ 25,429,348	$ 14,057,450	$ 46,119,242	$ 27,394,178
Basic earnings per common share	$ 0.48	$ 0.36	$ 0.95	$ 0.74
Diluted earnings per common share	$ 0.48	$ 0.35	$ 0.95	$ 0.73
Basic weighted average shares outstanding	40,355,502	34,725,104	38,115,633	34,720,312
Diluted weighted average shares outstanding	40,365,654	35,108,264	38,203,909	35,122,896

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 05, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	HOGS
Entity Registrant Name	ZHONGPIN INC.
Entity Central Index Key	0001277092
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		40,355,502

XML



SHORT-TERM BANK LOANS

6 Months Ended

Jun. 30, 2011

SHORT-TERM BANK LOANS

7. SHORT-TERM BANK LOANS

Short-term bank loans are due within one year. Of the $100.3 million aggregate principal amount of short-term bank loans at June 30, 2011, loans in the aggregate principal amount of $41.2 million were guaranteed by the Company’s subsidiaries in China, and loans in the aggregate principal amount of $23.2 million were guaranteed by Henan Huanghe Enterprises Group Co., Ltd., an unaffiliated third party. These loans bear interest at prevailing lending rates in China ranging from 5.00 % to 6.63% per annum.

XML



SEGMENT REPORTING

6 Months Ended

Jun. 30, 2011

SEGMENT REPORTING

12. SEGMENT REPORTING

The Company operates in only one segment: meat production. The Company’s vegetable and fruit operations, both financially and operationally, do not represent a significant enough portion of its business to constitute a separate segment. However, the Company’s product lines are divided into two divisions: pork and pork products, and vegetables and fruits.

The pork and pork products division is involved primarily in the processing of live hogs into fresh, frozen and processed pork products. The pork and pork products division markets its products domestically to retail stores and to food retailers, food service distributors, restaurant operators and noncommercial food service establishments, such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as in certain international markets on a limited basis.

The vegetables and fruits division is involved primarily in the processing of fresh vegetables and fruits. The Company contracts with more than 100 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 operations ensures freshness from harvest to processing. The Company contracts with those farms to grow more than 35 categories of vegetables and fruits, including asparagus, sweet corn, broccoli, mushrooms, lima beans and strawberries.

	Sales by Division (U.S. dollars in millions)
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Pork and Pork Products:
Chilled pork	$	213.2		$	114.3		$	381.8		$	229.0
Frozen pork		105.1			58.3			178.6			108.7
Prepared pork products		43.1			36.8			84.3			73.1
Vegetables and Fruits		5.1			5.7			7.5			8.6
Total	$	366.5		$	215.1		$	652.2		$	419.4
Cost of Sales:
Pork products	$	323.1		$	184.9		$	571.1		$	361.9
Vegetables and fruits	$	4.2		$	4.8		$	6.1		$	7.2
Gross Profit Margin:
Pork products		10.6	%		11.7	%		11.4	%		11.9	%
Vegetables and fruits		17.6	%		15.8	%		18.7	%		16.3	%

XML



INVENTORIES

6 Months Ended

Jun. 30, 2011

INVENTORIES

3.           INVENTORIES

Inventories at June 30, 2011 and December 31, 2010 consisted of the following:

	June 30, 2011		December 31, 2010
	(Unaudited)
Raw materials	$	6,613,777	$	6,934,521
Low value consumables and packing		1,647,976		1,506,700
Work-in-progress		4,432,361		2,719,933
Finished goods		18,012,936		15,372,860
Inventories	$	30,707,050	$	26,534,014

XML



EQUITY TRANSACTIONS

6 Months Ended

Jun. 30, 2011

EQUITY TRANSACTIONS

9. EQUITY TRANSACTIONS

On April 24, 2009, the Company granted stock options to its 22 employees to purchase an aggregate of 720,000 shares of the Company’s common stock, exercisable in accordance with the following schedule: 240,000 options vesting on April 24, 2010 with an exercise price of $8.93 per share, equal to the closing price of the Company’s common stock on April 24, 2009, 240,000 options vesting on April 24, 2011 with an exercise price of $13.42 per share, equal to the closing price of the Company’s common stock on April 23, 2010, the last trading day before April 24, 2010 (Saturday) and 240,000 options vesting on April 24, 2012 with an exercise price of $15.48 per share, equal to the closing price of the Company’s common stock on April 21, 2011, the last trading day before April 24, 2011 (Sunday). Each tranche of options expires on the fourth anniversary of its respective vesting dates.

The Company adopted the fair value recognition to measure and recognize compensation expense for all stock-based payment awards made to the Company’s employees and directors, including stock options and employee stock purchases.  Stock-based compensation expense for stock options was based on the grant-date fair value.  During the process of estimating the fair value of the stock options granted and recognizing share-based compensation, the following assumptions were adopted.

The fair value for these awards was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming no expected dividends:

	Six Months Ended June 30,
	2011			2010
Expected life (years)		3			3-5
Expected volatility		57.97	%		65.11	%
Risk-free interest rate		1.15	%		1.42	%
Dividend yield		—	%		—	%

The expected volatilities are based on the historical volatility of the Company’s common stock.  The observation is made on a weekly basis.  The observation period covered is consistent with the expected life of the options.  The risk-free rate is consistent with the expected terms of the stock options and is based on the United States Treasury yield curve in effect at the time of grant. In estimating expected lives of the options, the Company considered the contractual and vesting terms of awards, along with historical experience; however, due to insufficient historical data from which to reliably estimate expected lives, the Company used estimates based on the “simplified method” set forth by the SEC in Staff Accounting Bulletin No. 107, where expected life is estimated by summing the award’s vesting term and contractual term and dividing that result by two. Insufficient historical data from which to reliably estimate expected lives is expected to exist for the foreseeable future due to different terms associated with awards granted in recent years, along with other factors.

During the three-month periods ended June 30, 2011 and 2010, the stock-based compensation expenses were $406,689 and $602,163, respectively, and for the six-month periods ended June 30, 2011 and 2010, the stock-based compensation expenses were $775,316 and $1,075,635, respectively.

XML



EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2011

EARNINGS PER SHARE

10. EARNINGS PER SHARE

The following table shows the computation of basic and diluted net earnings per share for the periods indicated:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Numerator:
Net income attributable to common shareholders	$	19,315,096	$	12,365,445	$	36,198,137	$	25,615,908
Denominator:
Weighted average number of common shares outstanding – basic		40,355,502		34,725,104		38,115,633		34,720,312
Dilutive effect of stock options		10,151		383,160		88,275		402,584
Weighted average number of common shares outstanding – diluted		40,365,654		35,108,264		38,203,909		35,122,896
Basic earnings per share	$	0.48	$	0.36	$	0.95	$	0.74
Diluted earnings per share	$	0.48	$	0.35	$	0.95	$	0.73

All potentially dilutive securities were included in diluted earnings per share as the average market price is greater than the exercise price of the warrants and options outstanding.

XML



LONG-TERM BANK LOANS

6 Months Ended

Jun. 30, 2011

LONG-TERM BANK LOANS

8. LONG-TERM BANK LOANS

Amounts outstanding under the Company’s long-term debt arrangements at June 30, 2011 and December 31, 2010 were as follows:

Bank	June 30, 2011			December 31, 2010
	(Unaudited)
China Construction Bank	$	13,906,916		$	13,589,623
Agriculture Bank of China		80,505,594			63,267,245
Rabobank Nederland Shanghai		—			4,529,874
Canadian Government Transfer Loan		1,270,593			1,343,429
China Merchants Bank		14,679,523			14,344,605
Changge Old Town		1,576,862			1,540,885
Current portion		(10,962,161	)		(14,943,260	)
Total long-term portion	$	100,977,327		$	83,672,401

In June 2011, Henan Zhongpin entered into a loan agreement with China Construction Bank pursuant to which Henan Zhongpin borrowed RMB 50 million ($7.7 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.40% per annum on June 30, 2011 and adjustable on the anniversary of date of the agreement based on the prime rate published by the People’s Bank of China for loans with the same or similar terms) and are payable in March and June 2013.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Henan Zhongpin.

In December 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 25 million ($3.9 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.40% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable on December 10, 2013.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Henan Zhongpin.

In September 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 75 million ($11.6 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.65% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable in installments on September 17, 2012, 2013 and December 27, 2014.  Borrowings under the loan agreement are guaranteed by the Company’s wholly owned subsidiary, Yongcheng Zhongpin Food Company Limited.

In July 2010, Tianjin Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Tianjin Zhongpin may borrow up to RMB 300 million ($46.4 million). Tianjin Zhongpin drew down RMB 50 million ($7.7 million) in July 2010, RMB 80 million ($12.4 million) in November 2010 and RMB 110 million ($17.0 million) in May 2011. All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.65% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable in installments in June 2012, 2013, 2014 and 2015.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Tianjin Zhongpin.

In June 2010, Henan Zhongpin entered into a loan agreement with China Construction Bank pursuant to which Henan Zhongpin borrowed RMB 40 million ($6.2 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (4.86% per annum on June 30, 2011) and are payable on June 29, 2013.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Henan Zhongpin.

In April 2010, in connection with the purchase of a piece of land from Changge Old Town,  Changge Old Town extended a loan to Henan Zhongpin with a principal amount of RMB 10.2 million ($1.6 million) and bearing interest at the rate of 7.00% per annum payable on June 30, 2010 and each anniversary thereafter. Such loan does not have a fixed term and the principal amount of the loan should be repaid by Henan Zhongpin upon six months prior written notice from Changge Old Town.

In March 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 55 million ($8.5 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.65% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable in installments on March 18, 2011, 2012, 2013 and 2014 and December 27, 2014.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Henan Zhongpin.

In February 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 71 million ($11.0 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.40% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable on February 3, 2013.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Henan Zhongpin.

In December 2009, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 70 million ($10.8 million). All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.65% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable in installments on December 27, 2011, 2012, 2013 and 2014.  Borrowings under the loan agreement are secured by the land use rights, property and plant of Luoyang Zhongpin.

In November 2009, Henan Zhongpin entered into a loan agreement with China Merchants Bank pursuant to which Henan Zhongpin borrowed RMB 95 million ($14.7 million). The first 50% of the loan was drawn down in November 2009 and the remaining 50% of the loan was drawn down in March 2010. All amounts borrowed under the loan agreement bear interest at a floating rate that is based on the prime rate published by the People’s Bank of China for loans with the same or similar terms on the drawdown date (6.65% per annum on June 30, 2011 and adjustable in the month immediately following the publishing of rate adjustments by the People’s Bank of China during the term of the loan) and are payable in installments on November 26, 2012, 2013 and 2014.  Borrowings under the loan agreement are guaranteed by Luoyang Zhongpin.

In May 2002, Henan Zhongpin entered into a loan agreement with Bank of Communications, Zhengzhou Branch, which is the intermediary bank for a 40-year term loan in the amount of $2,504,969 from the Canadian government.  Under the terms of the loan agreement, 58% of the principal amount ($1,452,882) of this loan bears interest at the fixed rate of 6.02% per annum and remaining principal amount of this loan is interest free.  The loan is repayable in a fixed amount of $145,671, which includes both principal and interest, that is payable on a semi-annual basis through November 15, 2041.  Borrowings under the loan agreement are guaranteed by the Financing Department of Henan province.

XML



ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2011

ORGANIZATION AND NATURE OF OPERATIONS

1.           ORGANIZATION AND NATURE OF OPERATIONS

Zhongpin Inc. (the “Company”) was established under the laws of the State of Delaware on February 4, 2003.  The Company is a public holding company holding equity interests in its subsidiaries outside the U.S.  Its operating subsidiaries are located in the People’s Republic of China (the “PRC”) and focus on two business divisions: pork and pork products, and vegetables and fruits.The pork and pork products division is involved primarily in the processing of live hogs into fresh, frozen and processed pork products which are sold domestically to branded stores, food retailers, food service distributors, restaurants, hotel chains and non-commercial food service establishments, such as schools, governments, healthcare facilities, the military and other food processors, as well as to certain international markets in a limited scope.  The vegetables and fruits division is involved primarily in the processing of frozen vegetables and fruits that are sold to the Company’s branded stores and food retailers.

The Company holds a 100% interest in Falcon Link Investment Limited, a company organized under the laws of the British Virgin Islands (“Falcon”), through which the Company holds a 100% interest in its China-based subsidiaries, each of which was organized under the laws of China.  The Company’s China-based subsidiaries include the following:

Name	Date of Incorporation	Registered Capital	Percentage  of Ownership
Henan Zhongpin Food Company Limited	May 20, 2005	$203,300,000 USD		100	%
Henan Zhongpin Food Share CompanyLimited (“Henan Zhongpin”)	Jan. 20, 2000	1,000,000,000 RMB ($146,492,243)		100	%(1)
Henan Zhongpin Import and Export Trading Company Limited	Aug. 11, 2004	5,060,000 RMB ($611,111)		100	%
Zhumadian Zhongpin Food Company Limited	June 7, 2006	60,000,000 RMB ($8,585,398)		100	%
Anyang Zhongpin Food Company Limited	Aug. 21, 2006	34,800,000 RMB ($5,094,422)		100	%
Henan Zhongpin Fresh Food Logistics Company Limited	Sept. 14, 2006	1,500,000 RMB ($189,665)		100	%
Deyang Zhongpin Food Company Limited	Sept. 25, 2006	15,000,000 RMB ($1,893,652)		100	%
Henan Zhongpin Business Development Company Limited	Sept. 27, 2006	5,000,000 RMB ($632,215)		100	%
Luoyang Zhongpin Food Company Limited (“Luoyang Zhongpin”)	Jan.18, 2007	60,000,000 RMB ($8,703,452)		100	%
Yongcheng Zhongpin Food Company Limited	Mar. 1, 2007	60,000,000 RMB ($8,783,487)		100	%
Tianjin Zhongpin Food Company Limited (“Tianjin Zhongpin”)	Sept. 14, 2007	100,000,000 RMB ( $14,639,145 )		100	%
Jilin Zhongpin Food Company Limited	Dec. 11, 2008	1,000,000 RMB ($145,688)		100	%
Henan Zhongpin Agriculture and Animal Husbandry Industry Development Company Limited	Dec. 26, 2008	10,000,000 RMB ($1,461,796)		100	%
Taizhou Zhongpin Food Company Limited	May 12, 2010	50,000,000RMB ($7,362,794)		100	%
Changchun Zhongpin Food Company Limited	Aug. 6, 2010	50,000,000 RMB ($7,382,253)		100	%
Henan Zhongpin Xinda Agriculture and Animal Husbandry Company Limited	June 1, 2011	15,000,000 RMB ($2,287,841)		65	%
Kunshan Zhongpin Cold Chain Logistics Company Limited	June 3, 2011	300,000,000 RMB ($46,356,388)		100	%

(1)         Includes a 1.7% ownership interest of another six stockholders with respect to which Henan Zhongpin Food Company Limited is entitled to all economic benefits and the right to vote pursuant to the terms of a trust agreement with such stockholders.

XML



PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2011

PROPERTY, PLANT AND EQUIPMENT

4.           PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment at June 30, 2011 and December 31, 2010 is as follows:

	June 30, 2011			December 31, 2010
	(Unaudited)
Plants and buildings	$	239,605,746		$	214,765,759
Machinery and equipment		104,174,741			96,632,003
Office furniture and equipment		5,592,866			3,915,451
Vehicles		3,941,386			3,629,177
Accumulated depreciation		(35,492,071	)		(27,374,994	)
Total	$	317,822,668		$	291,567,396

The depreciation and amortization expenses for the three-month periods ended June 30, 2011 and 2010 were $4,237,402 and $3,363,115, respectively, and for the six-month periods ended June 30, 2011 and 2010 were $8,201,482 and $6,093,089, respectively.

Of the above information, property, plant and equipment under the sale-leaseback agreement at cost at June 30, 2011 and December 31, 2010 was as follows:

	June 30, 2011			December 31, 2010
	(Unaudited)
Plants and buildings	$	694,285		$	695,424
Machinery and equipment		25,437,236			25,589,091
Office furniture and equipment		37,931			34,655
Vehicles		4,262			4,130
Accumulated depreciation		(2,896,207	)		(2,111,119	)
Total	$	23,277,507		$	24,212,181

The deferred losses included in the property and equipment balance were $2,085,494 and $2,784,665 at June 30, 2011 and December 31, 2010, respectively, and would be amortized over the lease term. Of the depreciation expenses, $756,068 and $727,979 were amortization of deferred loss and depreciation expense from assets under capital lease, respectively, for the six months ended June 30, 2011; $724,543 and $709,314 were amortization of deferred loss and depreciation expense from assets under capital lease, respectively, for the six months ended June 30, 2010.

XML



LAND USE RIGHTS

6 Months Ended

Jun. 30, 2011

LAND USE RIGHTS

5.           LAND USE RIGHTS

The Company’s land use rights at June 30, 2011 and December 31, 2010 are as follows:

	June 30, 2011			December 31, 2010
	(Unaudited)
Land use rights	$	92,392,380		$	90,284,405
Accumulated amortization		(4,825,732	)		(3,808,697	)
Total	$	87,566,648		$	86,475,708

The amortization expenses for the three months ended June 30, 2011 and 2010 were $462,058 and $321,659, respectively, and for the six-month periods ended June 30, 2011 and 2010 were $918,246 and $649,049, respectively.

XML



CONSTRUCTION IN PROGRESS

6 Months Ended

Jun. 30, 2011

CONSTRUCTION IN PROGRESS

6.           CONSTRUCTION IN PROGRESS

Construction in progress at June 30, 2011 and December 31, 2010 consisted of the following:

Construction Project	Date or Estimated Date Put in Service(1)	June 30, 2011		December 31, 2010
Upgrade for export certification in Changge	March 2011	$	-	$	2,305,978
Zhengzhou office	April 2011		-		36,934
Distribution center in Changge	May 2011		--		19,393,985
Information system	July 2011		125,466		671,757
Replacement and maintenance in Changge industrial park	October 2011		105,893		305,533
Production  facility for chilled and frozen pork in Taizhou	January 2012		19,895,492		2,566,868
Production  facility for chilled and frozen pork in Changchun	January 2012		20,854,252		5,054,401
Zhongpin Xinda joint venture project	January 2012		248,161		--
Production  facility for prepared pork products in Tianjin	April 2012		13,339,132		98,449
Production facility for prepared pork products in Changge (first phase)	April 2012		13,885,670		--
Upgrade for production facility in Anyang	July 2012		309,656		--
Total			68,763,722	$	30,433,905

Estimated cost to complete current construction in progress is $45.8 million.

(1) Represents date all regulatory permits and approvals are received and project is placed in service. In certain cases, construction of a project may be substantially completed and the project may be operational during a testing period prior to such date.

XML



CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income	$ 36,199,282	$ 25,615,908
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation	8,201,482	6,093,089
Amortization of intangible assets	918,249	649,049
Provision for allowance for bad debt	677,259	597,245
Impairment loss		1,007,447
Other income	3,269
Stock-based compensation expense	775,316	1,075,636
Changes in operating assets and liabilities:
Accounts receivable	(12,378,014)	(14,027,015)
Other receivables	(2,467,032)	(815,504)
Purchase deposits	(2,519,411)	1,649,138
Prepaid expenses	(55,591)	(571,257)
Inventories	(3,515,759)	(10,090,670)
Allowance receivables	(1,847,397)	(4,414,158)
Tax refunds recoverable	(7,604,190)	(5,237,751)
Other current assets	43,812	(16,025)
Deferred charges	9,114	14,286
Accounts payable	13,983,083	13,086,579
Other payables	1,432,387	4,282,762
Grants payable	764,397
Accrued liabilities	1,367,026	1,453,078
Taxes payable	(326,461)	(656,983)
Deposits from clients	1,059,156	(949,361)
Deposits from clients - Long term portion	450,169	499,881
Net cash provided by operating activities	35,170,146	19,245,374
Cash flows from investing activities:
Deposits for purchase of land use rights	(16,289,381)	(12,007,724)
Construction in progress	(60,971,828)	(33,850,846)
Additions to property and equipment	(3,722,560)	(6,733,687)
Additions to land use rights		(477,998)
Proceeds on sale of fixed assets	29,029
Increase in restricted cash	(40,948,998)	(7,895,117)
Investment in a non-controlling entity		(439,515)
Net cash used in investing activities	(121,903,738)	(61,404,887)
Cash flows from financing activities:
Proceeds from bank notes, net	70,074,526	7,884,362
Proceeds from (repayment of) short-term bank loans, net	6,277,182	(20,085,130)
Proceeds from long-term loans	24,443,692	30,985,833
Repayment of long-term loans	(13,539,464)	(3,009,908)
Repayment of capital lease obligation	(3,609,637)	(3,294,553)
Proceeds from common stock	66,356,662
Proceeds from exercised warrants and option		213,350
Investment in a subsidiary by minority holder	802,617
Net cash provided by financing activities	150,805,578	12,693,954
Effects of rate changes on cash	2,781,641	231,350
Increase (decrease) in cash and cash equivalents	66,853,627	(29,234,209)
Cash and cash equivalents, beginning of period	84,172,186	68,982,259
Cash and cash equivalents, end of period	151,025,813	39,748,050
Supplemental disclosures of cash flow information:
Cash paid for interest	8,076,330	4,006,111
Cash paid for income taxes	$ 3,195,639	$ 1,955,733

XML



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Zhongpin Inc. and its wholly owned subsidiaries (collectively referred to herein as the “Company”).  All significant intercompany accounts and transactions have been eliminated during the process of consolidation. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Foreign Currency Translations and Transactions

RMB, the national currency of China, is the primary currency of the economic environment in which the Company’s China-based subsidiaries are operating. The United States dollar (“U.S. dollar”) is the functional currency used by Falcon and Zhongpin Inc. to record all of their activities. The Company uses the U.S. dollar for financial reporting purposes.

The Company translates assets and liabilities into U.S. dollars using the middle rate published by the People’s Bank of China as of the balance sheet date. The consolidated statement of income is translated at average rates during the reporting period. Adjustments resulting from the translation of financial statements from RMB into U.S. dollars are recorded in stockholders' equity as part of accumulated comprehensive loss – translation adjustments. Gains or losses resulting from transactions in currencies other than RMB are reflected in income for the reporting period.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the valuation of long-lived assets, allowance for doubtful accounts, reserves for inventory obsolescence, valuation allowances for value added tax (“VAT”) recoverable, and determination of stock based compensation.

Revenue Recognition

Revenues generated from the sales of various meat products and vegetables and fruits are recognized when these products are delivered to customers in accordance with previously agreed upon pricing and delivery arrangements, and the collectability of these sales is reasonably assured. Since the products sold by the Company are primarily perishable and frozen food products, the right of return is only for a few days and has been determined to be insignificant by the management of the Company. Accordingly, no provision has been made for returnable goods. Revenues presented on the consolidated statements of operations and comprehensive income are net of sales taxes.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with maturity of three months or less to be cash equivalents. The Company maintains its cash accounts at creditworthy financial institutions and closely monitors the movements of its cash positions.

Restricted Cash and Bank Notes Payable

Under the terms of the credit agreements with certain of its lenders, Henan Zhongpin has agreed to maintain with such lenders in a deposit account an amount of cash that will serve as collateral for its delivery of bank promissory notes of such lenders as payment instruments for its procurement purposes. The amount of bank promissory notes of such lenders that can be delivered by Henan Zhongpin can be up to twice the amount of such deposits. As such deposits may not be withdrawn by Henan Zhongpin without restriction, such cash deposits are presented as “restricted cash” on the consolidated balance sheets.

Bank Notes Receivable

The Company only accepts notes issued by banks in the normal course of business as payment for products sold by the Company. These bank notes receivable have maturity dates of up to 180 days and bear no interest. The Company can hold the bank notes until the maturity date and collect the amount from the issuing banks, or the Company can use these bank notes as a means for payment for goods or services received. The Company accrues no provision for these bank notes because such bank notes have little risk of default in China.

Accounts Receivable

During the normal course of business, the Company's policy is to ask customers to make deposits in reasonable and meaningful amounts on a case-by-case basis. For certain customers, the Company may extend unsecured credit.

The Company regularly evaluates and monitors the creditworthiness of each of its customers in accordance with the prevailing practice in the meat industry and based on general economic conditions in China. The Company maintains a general policy of providing 100% allowance for doubtful accounts in an amount equal to the aggregate amount of those accounts that are not collected within one year plus an amount equal to 5% of the aggregate amount of accounts receivable less than one year old. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also examines the credit terms of significant customers regularly and asks for more cash deposits if these customers appear to have any indicators of delaying their payments to the Company.  Such deposits are usually applied for the collection of the outstanding accounts receivable during the year.  With such a practice in place, the Company did not have any specific allowance for doubtful accounts provided against specific customers at June 30, 2011 and December 31, 2010, respectively.

The following table presents allowance activities in accounts receivable.

	June 30, 2011		December 31, 2010
Beginning balance	$	1,708,479	$	1,132,038
Additions to allowance for bad debt		703,155		576,441
Ending balance	$	2,411,634	$	1,708,479

Inventories

Inventories are comprised of raw materials and low-value consumables, work-in-progress, and finished goods. Inventories are stated at the lower of cost or the market based on the weighted average method. Production cost components include the purchase cost of live hogs, direct labor, depreciation, packaging material, utility expense and other manufacturing overhead. By using a systematic costing system, the production cost is allocated to various products at the stage of work-in-progress and finished goods, respectively. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. The Company regularly inspects the shelf life of prepared foods and, if necessary, writes down their carrying value based on their salability and expiration dates into cost of goods sold.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are stated net of accumulated depreciation. Depreciation expense is determined using the straight-line method over the estimated useful lives of the assets, as follows:

	Estimated Useful Economic Life
Plants and buildings	5-30 years
Machinery and equipment	5-20 years
Office furniture and equipment	3-5 years
Vehicles	5 years

Maintenance and repairs are charged directly to expense as incurred, whereas improvements and renewals are generally capitalized in their respective property accounts. When an item is retired or otherwise disposed of, the cost and applicable accumulated depreciation are removed and the resulting gain or loss is recognized and reflected as a line item before operating income (loss).

Land Use Rights

The Chinese government owns all of the parcels of land on which the Company's plants are built. In China, land use rights for commercial purposes are granted by the PRC government typically for a term of 40-50 years. The Company is required to pay a lump sum of money to the State Land and Resource Ministry of the applicable locality to acquire such rights. The Company capitalizes the lump sum of money paid and amortizes these land use rights by using the straight line method over the term of the land use license granted by the applicable governmental authority.

Construction in Progress and Interest Capitalization

Construction in progress is stated at cost. The cost accumulation process starts from the time the construction project is set-up and ends at the time the project has been put into service and all regulatory permits and approvals have been received. The Company borrows bank loans from time to time for these construction projects. The interest costs incurred for these construction projects have been capitalized during the construction process.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of that asset.  Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, other receivables, advance to vendor, accounts payable and accrued liabilities, capital lease obligations and short-term and long-term loans are reasonable estimates of their fair value because of the short maturity of these items. The fair value of amounts due from/to related parties and stockholders are a reasonable estimate of their fair value as the amounts will be collected and paid off in a period less than one year.  The carrying amounts of capital lease obligations approximate their fair value based on the Company’s current incremental borrowing rates for similar types of arrangements.  Long-term debt approximates fair value since the bank term loans are fixed rate instruments and bear interests at the rate dictated and published by the People's Bank of China. The current rates published by the People's Bank of China approximate the interest rates of the loans outstanding.

Shipping and Handling Cost

All shipping and handling fees are included in selling expenses.

Value Added Tax

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales. The output VAT is charged to customers who purchase goods from the Company and the input VAT is paid when the Company purchases goods from its vendors. Input VAT rates are 13% for most of the purchasing activities conducted by the Company. Output VAT rate is 13% for chilled pork products, frozen pork products and vegetable and fruit products, and 17% for prepared meat products. The input VAT can be offset against the output VAT. The VAT payable or recoverable balance presented on the consolidated balance sheets represents either the input VAT less than or larger than the output VAT. The debit balance represents a credit against future collections of output VAT instead of a receivable. On a semi-annual basis, the Company forecasts for each subsidiary separately the amount of sales revenue necessary to fully utilize the VAT recoverable. The factors considered in performing these forecasts include industry-specific and local economic conditions, as well as consumer behavior by the subsidiaries' designated geographical region and the demographics within those regions. Once the VAT recoverable for a subsidiary is determined to be non-recoverable in part or in full, the VAT recoverable is written-off as impairment loss.

Stock Compensation

The Company receives employee and certain non-employee services in exchange for (a) equity instruments of the Company or (b) liabilities that are based on the fair value of the Company's equity instruments or that may be settled by the issuance of such equity instruments. The Company accounts for stock compensation expense under the fair value recognition provisions of the Financial Accounting Standards Board, Accounting Standards Codification (ASC) Topic 718 (ASC 718), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option pricing model.

Earnings Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity, similar to fully-diluted earnings per share. All of such securities are included in the computation of diluted earnings per share. The number of shares of common stock underlying the outstanding stock warrants and options at June 30, 2011 and 2010 were 1,314,564 and 1,679,490, respectively, which were included in the computation of diluted earnings per share.

Government Subsidies

The Company's subsidiaries in China receive government subsidies from local Chinese government agencies in accordance with relevant Chinese government policies. In general, the Company presents the government subsidies received as part of other income unless the subsidies received are earmarked to compensate a specific expense, which have been accounted for by offsetting the specific expense, such as research and development expense or interest expenses. Unearned government subsidies received are deferred for recognition until the criteria for such recognition could be met.

Research and Development Expenses

Research and development costs are expensed as incurred. Gross research and development expenses for new product development and improvements of existing products by the Company incurred for the three-month periods ended June 30, 2011 and 2010 were $23,804 and $35,871, respectively, and for the six-month periods ended June 30, 2011 and 2010 were $455,310 and $76,723, respectively.

Comprehensive Income (Loss)

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 220, Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income (loss) in the statements of operations and comprehensive income. Comprehensive income (loss) is comprised of net income and all changes to stockholders' equity except those due to investments by owners and distributions to owners.

Recently Adopted Accounting Pronouncements

Adoption of FASB ASU 2011-04

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820)”, which provided clarifications for Topic 820 and also included instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurement has changed. This Update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs, and is effective during interim and annual periods beginning after December 15, 2011 for public entities. Early application by public entities is not permitted, and the adoption of ASU 2011-04 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

Adoption of FASB ASU 2010-13

In April 2010, the FASB issued ASU No. 2010-13, "Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades," which addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. Topic 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. The amendments in this ASU should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. ASU 2010-13 is effective for interim and annual periods beginning on or after December 15, 2010 and did not have a material impact on the Company’s consolidated financial position or results of operations.

Adoption of FASB ASU 2010-06

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements”, which provides amendments to Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of FASB ASU 2010-06 did not have a material impact on the Company’s consolidated financial position or results of operations.

XML



GOVERNMENT SUBSIDIES

6 Months Ended

Jun. 30, 2011

GOVERNMENT SUBSIDIES

11. GOVERNMENT SUBSIDIES

The central and local government provided Henan Zhongpin with various subsidies to encourage its research and development activities, building new facilities using information technology, building cold chain logistics and distribution networks, and for other contributions to the local community, such as increasing employment opportunities.  The government subsidies are generally classified as earmarked (such as research and development activities) or non-earmarked. The interest subsidies were earmarked to offset the Company’s interest expenses incurred in relation to the construction of its vegetable and fruit production facility.  All subsidies were accounted for based on evidence that cash has been received and the earmarked activities have taken place.  Subsidies earmarked for research and development activities were first offset against relevant research and development expenses incurred, and interest subsidies were offset against the relevant interest expense incurred.  Non-earmarked subsidies are generally recognized as other income.

Government subsidies received by the Company during the three-month and six-month periods ended June 30, 2011 and 2010 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Deferred subsidies opening balance:
Interest subsidies	$	—	$	—	$	—	$	—
Earmarked subsidies		—		—		—		—
Non-earmarked subsidies		—		—		—		—
Total	$	—	$	—	$	—	$	—
Subsidies received:
Interest subsidies	$	—	$	—	$	—	$	307,045
Earmarked subsidies		772,606		—		772,606		—
Non-earmarked subsidies		337,286		1,244,925		1,451,907		1,870,081
Total	$	1,109,892	$	1,244,925	$	2,224,513	$	2,177,126
Subsidies recognized:
Interest subsidies	$	—	$	—	$	—	$	307,045
Earmarked subsidies		—		—		—		—
Non-earmarked subsidies		337,286		1,244,925		1,451,907		1,870,081
Total	$	337,286	$	1,244925	$	1,451,907	$	2,177,126
Deferred subsidies year ending balance:
Interest subsidies	$	—	$	—	$	—	$	—
Earmarked subsidies		772,606		—		772,606		—
Non-earmarked subsidies		—		—		—		—
Total	$	772,606	$	—	$	772,606	$	—

Subsidies received and other income recognized are translated at the average exchange rate. The beginning and ending balances are translated at the period-end exchange rates.

XML



CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 151,025,813	$ 84,172,186
Restricted cash	59,325,039	17,527,056
Bank notes receivable	36,561,178	19,282,740
Accounts receivable, net of allowance for doubtful accounts of $2,411,634 and $1,708,479	43,350,904	30,784,463
Other receivables, net of allowance for doubtful accounts of $259,452 and $232,751	3,532,295	1,035,850
Purchase deposits	10,135,174	7,415,567
Inventories	30,707,050	26,534,014
Prepaid expenses	455,211	391,386
VAT recoverable	28,942,742	20,771,902
Allowance receivables	4,403,020	2,477,928
Deferred tax assets	407,030	397,744
Other current assets	408,120	442,080
Total current assets	369,253,576	211,232,916
Long-term investment	463,564	452,987
Property and equipment (net)	317,822,668	291,567,396
Deposits for purchase of land use rights	33,922,271	17,059,644
Construction in progress	68,763,722	30,433,905
Land use rights	87,566,648	86,475,708
Deferred charges	12,980	21,686
Other non-current assets	1,470,270	1,436,726
Total assets	879,275,699	638,680,968
Current liabilities
Short-term loans	100,261,373	91,774,025
Bank notes payable	106,737,128	18,646,473
Long-term loans - current portion	10,962,161	14,943,260
Capital lease obligation - current portion	6,259,089	7,282,720
Accounts payable	22,883,904	8,551,003
Other payables	17,646,298	15,842,331
Accrued liabilities	11,395,950	9,794,474
Deposits from customers	9,518,469	8,255,194
Tax payable	1,312,350	1,604,847
Grant payable	772,606
Total current liabilities	287,749,328	176,694,327
Deferred tax liabilities	370,590	362,135
Deposits from customers - long-term portion	2,459,565	1,958,827
Capital lease obligation	2,661,450	4,999,454
Long-term loans	100,977,327	83,672,401
Total liabilities	394,218,260	267,687,144
Equity
Common stock: par value $0.001; 100,000,000 authorized; 40,355,502 and 35,338,160 shares issued and outstanding	40,356	35,338
Additional paid in capital	238,528,950	171,401,989
Retained earnings	206,177,481	169,979,344
Accumulated other comprehensive income	39,498,258	29,577,153
Total Zhongpin Inc. shareholders' equity	484,245,045	370,993,824
Noncontrolling interest	812,394
Total shareholders' equity	485,057,439	370,993,824
Total liabilities and shareholders' equity	$ 879,275,699	$ 638,680,968