- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2010

¨ TRANSIT ION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

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 x NO ¨

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 ¨ NO ¨

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

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

As of November 5, 2010, 35,210,595 shares of the registrant’s common stock were outstanding.

ZHONGPIN INC.

FORM 10-Q

INDEX

			Page
Part I	Financial Information

	Item 1.	Unaudited Financial Statements:	1

		Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009	2

		Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three-month and nine-month periods ended September 30, 2010 and 2009	3

		Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended September 30, 2010 and 2009	4

		Notes to Consolidated Financial Statements (unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

	Item 4.	Controls and Procedures	38

Part II	Other Information

	Item 1.	Legal Proceedings	39

	Item 1A.	Risk Factors	39

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

	Item 3.	Defaults Upon Senior Securities	39

	Item 4.	(Removed and Reserved)	39

	Item 5.	Other Information	39

	Item 6.	Exhibits	39

Signatures			40

ZHONGPIN INC.

Part I - Financial Information

Item 1. Financial Statements

The accompanying unaudited consolidated balance sheets, statements of operations and comprehensive income, and statements of cash flows and the related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments, consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation for the interim periods.

The accompanying financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009.

The results of operations for the three-month and nine-month periods ended September 30, 2010 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

ZHONGPIN INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in U.S. dollars)

	September 30 , 20 10		December 31, 200 9
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	62,385,936	$	68,982,259
Restricted cash		36,583,432		14,490,575
Bank notes receivable		15,770,412		7,997,172
Accounts receivable, net of allowance for doubtful accounts of $2,003,665 and $1,132,038		36,613,343		20,419,797
Other receivables, net of allowance for doubtful accounts of $182,070 and $290,436		992,259		652,523
Purchase deposits		5,896,280		5,653,192
Inventories		43,404,693		33,859,420
Prepaid expenses		689,446		186,030
Allowance receivable		4,496,235		—
VAT recoverable		19,326,587		14,064,185
Deferred tax assets		261,009		256,151
Other current assets		479,358		120,709
Total current assets		226,898,990		166,682,013

Long-term investment		447,688		—
Property and equipment (net)		290,770,601		189,588,904
Deposits for purchase of land use rights		32,380,195		8,718,740
Construction in progress		15,251,058		70,192,150
Land use rights		61,786,093		61,128,431
Deferred charges		24,641		39,855
Other non-current assets		1,419,916		1,761,709
Total assets	$	628,979,182	$	498,111,802

LIABILITIES AND EQUITY
Current liabilities

Short-term loans	$	100,035,421	$	84,661,697
Bank notes payable		40,311,292		9,560,353
Long-term loans - current portion		17,754,720		4,539,215
Capital lease obligation - current portion		7,065,251		7,480,098
Accounts payable		9,144,114		9,260,750
Other payables		15,213,466		12,882,316
Accrued liabilities		7,689,462		7,377,850
Deposits from customers		6,691,614		5,335,907
Tax payable		1,258,319		1,918,057
Total current liabilities		205,163,659		143,016,243

Deferred tax liabilities		252,648		247,945
Deposits from customers - long-term portion		1,973,594		1,987,579
Capital lease obligation - long-term portion		6,805,525		11,104,435
Long-term loans		69,349,687		44,912,744
Total liabilities		283,545,113		201,268,946

Equity
Common stock: par value $0.001; 100,000,000 authorized; 34,725,104 and 34,662,314 shares issued and outstanding		34,725		34,662
Additional paid in capital		168,122,427		166,169,902
Retained earnings		151,996,075		111,699,375
Accumulated other comprehensive income		25 , 280 , 842		18,938,917
Total equity		345 , 434 , 069		296,842,856
Total liabilities and equity	$	628 , 979 , 18 2	$	498,111,802

The accompanying notes are an integral part of these consolidated financial statements.

ZHONGPIN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amount in U.S. dollars) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended Septembe r 30,
	20 10			200 9			20 10			20 09

Revenues
Sales revenues	$	241,076,067		$	194,851,183		$	660,433,565		$	510,547,733
Cost of sales		(213,796,787	)		( 171,143,879	)		(582,901,50 3	)		( 448,729,105	)
Gross profit		27,279,280			23,707,304			77,532,062			61,818,628

Operating expenses
General and administrative expenses		(6,072,211	)		(4,481,072	)		(17,821,820	)		(13,329,063	)
Selling expenses		(5,384,108	)		(3,768,061	)		(14,359,608	)		(9,348,419	)
Research & development expenses		(20,581	)		22,383			(97,304	)		(2,968	)
Gain on disposal of a subsidiary		—			57			—			654,143
Amortization of loss from sale-leaseback transaction		—			(16,669	)		—			(49,998	)
Impairment loss		(2,745	)		—			(1,010,192	)		—
Total operating expenses		(11,479,645	)		(8,243,362	)		(33,288,924	)		(22,076,305	)

Income from operations		15,799,635			15,463,942			44,243,138			39,742,323

Other income (expense)
Interest income (expense), net		(2,400,733	)		(1,740,306	)		(5,736,583	)		(4,503,801	)
Other income (expense), net		1,236,809			106,236			1,906,336			397,586
Government subsidies		966 , 771			6,981			2 , 836 , 852			229,389
Total other income (expense)		(197,153	)		(1,627,089	)		(993,395	)		(3,876,826	)

Net income before taxes		15,602,482			13,836,853			43,249,743			35,865,497
Provision for income taxes		(921,691	)		( 602,142	)		(2,953,044	)		( 2,166,038	)

Net income after taxes	$	14,680,791		$	1 3,234,711		$	40,296,699		$	33,699, 459

Foreign currency translation adjustment	$	4,563,655		$	95,942		$	6,341,925		$	( 167,205	)
Comprehensive income	$	19,244,44 6		$	1 3,330,653		$	46,638,62 4		$	33,532,254

Basic earnings per common share	$	0.42		$	0.44		$	1.16		$	1.13
Diluted earnings per common share	$	0.42		$	0.44		$	1.14		$	1.12
Basic weighted average shares outstanding		34,725,104			29,744,291			34,751,158			29,711,018
Diluted weighted average shares outstanding		35,328,199			30,217,697			35,262,433			30,026,153

The accompanying notes are an integral part of these consolidated financial statements.

ZHONGPIN INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in U.S. dollars) (Unaudited)

	Nine Months Ended September 30 ,
	20 10			200 9
Cash flows from operating activities:
Net income	$	40,296,699		$	33,699,459
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		9,812,528			6,031,646
Amortization of intangible assets		973,253			700,336
Provision for allowance for bad debt		724,816			(159,649	)
Staff welfare amortization		(276,501	)		—
Impairment loss		1,010,199			—
Other income		(1,091,875	)		(105,734	)
Gain on disposal of a subsidiary		—			(649,726	)
Stock-based compensation expense		1,739,238			1,206,486

Changes in operating assets and liabilities:
Accounts receivable		(16,397,025	)		(6,087,329	)
Other receivables		(210,161	)		1,109,764
Purchase deposits		(133,747	)		(3,353,892	)
Prepaid expense		(493,142	)		118,728
Inventories		(8,764,421	)		(15,233,775	)
Allowance receivables		(4,426,220	)		—
VAT recoverable		(5,928,053	)		(5,310,123	)
Other current assets		18,554			(34,419	)
Deferred charges		15,721			54,635
Accounts payable		(287,734	)		1,520,789
Other payables		2,069,661			6,787,710
Accrued liabilities		1,445,644			1,083,418
Taxes payable		(685,278	)		(147,615	)
Deposits from clients		1,234,965			943,127
Deposits from clients - Long-term portion		(50,880	)		—
Net cash provided by operating activities		20,596,241			22,173,836

Cash flows from investing activities:
Deposits for purchase of land use rights		(23,130,206	)		(7,128,875	)
Construction in progress		(40,765,205	)		(43,576,794	)
Additions to property and equipment		(9,750,903	)		(8,610,134	)
Additions to land use rights		(479,304	)		(17,093,428	)
Proceeds on disposal of fixed assets		131,028			111,548
Increase in restricted cash		(21,478,265	)		(8,532,020	)
Investment in a non-controlling entity		(440,716	)		—
Proceeds from disposal of a subsidiary		—			1,226, 289
Net cash used in investing activities		(95,913,571	)		(83,603,414	)

The accompanying notes are an integral part of these consolidated financial statements.

	Nine Months Ended September 30 ,
	20 10			200 9
Cash flows from financing activities:
Proceeds from (repayment of) bank notes, net		22,590,704			2,563,194
Proceeds from (repayment of) short-term loans, net		10,318,909			28,964,439
Proceeds from long-term loans		49,733,983			14,641,258
Repayment of long-term loans		(10,356,569	)		(75,855	)
Repayment of capital lease obligation		(4,987,359	)		(1,081,270	)
Proceeds from exercised warrants		213,350			1,411,200
Net cash provided by financing activities		67,513,018			46,422,966

Effects of rate changes on cash		1,207,989			( 48,229	)
Decrease in cash and cash equivalents		(6,596,323	)		(15,054,841	)
Cash and cash equivalents, beginning of period		68,982,259			41,857,16 6
Cash and cash equivalents, end of period	$	62 , 385 , 936		$	26, 802,325

Supplemental disclosures of cash flow information:
Cash paid for interest	$	6,443,505		$	5,311,058
Cash paid for income taxes	$	2,898,394		$	2,663,578

The accompanying notes are an integral part of these consolidated financial statements.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 segment 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 the PRC. 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	$ 137,300,000	100%

Henan Zhongpin Food Share Company Limited (“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 ($8,585,399)	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%

Heilongjiang Zhongpin Food Company Limited (“Heilongjiang Zhongpin”)	Oct. 17, 2006	1,000,000 RMB ($126,406)	100% ( 2 )

Luoyang Zhongpin Food Company Limited (“Luoyang Zhongpin”)	Jan.18, 2007	60,000,000 RMB ($8,783,487)	100%

Yongcheng Zhongpin Food Company Limited	Mar. 1, 2007	60,000,000 RMB ($8,783,487)	100%

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Name	Date of Incorporation	Registered Capital	Percentage of Ownership

Tianjin Zhongpin Food Company Limited	Sept. 14, 2007	100,000,000 RMB ( $14,639,145 )	100%

Hengshui Zhongpin Food Company Limited	Nov. 17, 2008	1,000,000 RMB ($146,428)	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	50,000,000 RMB ($7,362,794)	100%

Changchun Zhongpin Food Company Limited	Aug. 6, 2010	5,000,000 RMB ($738,225)	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.

(2) Includes a 10% ownership interest of another stockholder with respect to which Henan Zhongpin is entitled to all economic benefits and the right to vote pursuant to the terms of a trust agreement with such stockholder.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated during the process of consolidation. The consolidated financial statements were prepared in accordance with GAAP.

Use of Estimates

The preparation of unaudited interim condensed consolidated 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 unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the period reported. Actual results could materially 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.

Foreign Currency Translations and Transactions

RMB, the national currency of the PRC, 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 the Company and Falcon to record all of their activities. The Company uses the U.S. dollar for financial reporting purposes.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 the PRC.

Accounts Receivable

During the normal course of business, the Company's policy is to ask larger customers to make deposits in reasonable and meaningful amounts on a case-by-case basis. For certain newly-developed 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 the PRC. 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 September 30, 2010 and December 31, 2009, respectively.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The following table presents allowance activities in accounts receivable.

	September 30 , 20 10		December 31, 200 9

Beginning balance	$	1,132,038	$	1,215,901
Additions charged to (reduction in) expense		871,627		( 83,863	)
Ending balance	$	2,003,665	$	1, 132,038

Inventories

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 the PRC, 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. In accordance with the provision of Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 350, Intangibles – Goodwill and Other , 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.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 interest 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.

Share-Based Payment

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 options granted using a fair-value-based method.

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 September 30, 2010 and 2009 were 1,679,490 and 1,805,827, respectively, which were included in the computation of diluted earnings per share.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Government Subsidies

The Company's subsidiaries in the PRC 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. The information relating to government subsidies received and recognized is presented in Note 11.

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 September 30, 2010 and 2009 were $253,000 and $472,000, respectively, and for the nine-month periods ended September 30, 2010 and 2009 were $2,410,000 and $1,490,000, respectively. Research and development costs are mainly utilized to purchase equipment for the research and development department.

Comprehensive Income (Loss)

The Company adopted 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 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 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	INVENTORIES

Inventories at September 30, 2010 and December 31, 2009 consisted of the following:

	September 30 , 20 10		December 31, 200 9
	(Unaudited)

Raw materials	$	5,544,642	$	4,941,774
Low value consumables and packing materials		1,215,609		961,009
Work in progress		3,171,642		3,020,589
Finished goods		3 3,472,800		24,936,048
Total	$	4 3,404,693	$	33,859,420

4.	PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment at September 30, 2010 and December 31, 2009 is as follows:

	September 30 , 20 10			December 31, 200 9
	(Unaudited)

Plants and buildings	$	211,469,034		$	130,399,711
Machinery and equipment		95,745,925			68,060,172
Office furniture and equipment		3,758,899			2,658,598
Vehicles		3,490,122			3,144,368
Accumulated depreciation and amortization		( 2 3,693,379	)		( 14,673,945	)
Total	$	2 90,770,601		$	1 89,588,904

The depreciation and amortization expenses for the three-month periods ended September 30, 2010 and 2009 were $3,719,439 and $2,559,398, respectively, and for the nine-month periods ended September 30, 2010 and 2009 were $9,812,528 and $6,731,982, respectively.

Property, plant and equipment under the sale-leaseback agreement at cost at September 30, 2010 and December 31, 2009 was as follows:

	September 30 , 20 10			December 31, 200 9
	(Unaudited)

Plants and buildings	$	695,679		$	707,433
Machinery and equipment		25,651,535			26,239,328
Office furniture and equipment		33,059			28,937
Vehicles		4,065			3,939
Accumulated depreciation		( 1,7 26,452	)		( 631,251	)
Total	$	2 4,657,88 6		$	26,348,386

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The deferred losses included in the property and equipment balance were $3,121,094 and $4,149,415 at September 30, 2010 and December 31, 2009, respectively, and would be amortized over the lease term. Of the depreciation expenses, $1,089,785 and $1,066,360 were amortization of deferred loss and depreciation expense from assets under capital lease, respectively, for the nine months ended September 30, 2010; $49,998 and $272,046 were amortization of deferred loss and depreciation expense from assets under capital lease, respectively, for the nine months ended September 30, 2009.

5.	LAND USE RIGHTS

The Company’s land use rights at September 30, 2010 and December 31, 2009 are as follows:

	September 30 , 20 10			December 31, 20 09
	(Unaudited)

Land use rights	$	65,102,068		$	63,412,436
Accumulated amortization		( 3,315,975	)		(2,284,005	)
Total	$	61, 786,093		$	61,128,431

The amortization expenses for the three-month periods ended September 30, 2010 and 2009 were $324,305 and $299,860, respectively, and for the nine-month periods ended September 30, 2010 and 2009 were $973,354 and $700,336, respectively.

6.	CONSTRUCTION IN PROGRESS

Construction in progress at September 30, 2010 and December 31, 2009 consisted of the following:

Construction Project	Date or Estimated Date Put in Service (1)	September 30 , 20 10		December 31 , 200 9

Production line for prepared pork in Changge industrial park	January 2010	$	—	$	75,203
Production facility for prepared pork products in Changge industrial park	March 2010		—		17,145,694
Water solution station in Changge industrial park	April 2010		—		64,439
Dormitories and other infrastructure in Changge industrial park	April 2010		—		2,844,349
Production facility for food oil in Changge industrial park	April 2010		—		4,515,099
Production facility for chilled and frozen pork in Tianjin	April 2010		—		38,100,295
Zhengzhou office	May 2010		36,502		12,390
Distribution center in Zhumadian	July 2010		—		3,611,201
Facility upgrade and distribution center in Anyang	August 2010		—		2,958,320
Distribution center in Luoyang	September 2010		—		743,973
Replacement and maintenance in Changge industrial park	December 2010		295,063		121,187
Information system	January 2011		441,224		—

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Construction Project	Date or Estimated Date Put in Service (1)	September 30 , 20 10		December 31 , 200 9
Distribution center in Changge	February 2011		14,350,719		—
Production facility for chilled and frozen pork in Taizhou	September 2011		82,078		—
Production facility for chilled and frozen pork in Changchun	November 2011		45,472		—

Total		$	15,251,058	$	70,192,150

Estimated cost to complete current construction in process is $3.3 million, which does not include non-contracted budgets approved by management to construct production facilities for the Taizhou and Changchun subsidiaries. For the three and nine months ended September 30, 2010, the amount of interest capitalized is $7,000 and $273,000, respectively.

(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.

7.	SHORT-TERM BANK LOANS

Short-term bank loans are due within one year. Of the $100.0 million aggregate principal amount of short-term bank loans at September 30, 2010, loans in the principal amount of $16.2 million were secured by the Company’s plants located primarily in Henan province, loans in the aggregate principal amount of $25.4 million were guaranteed by the Company’s subsidiaries, and loans in the aggregate principal amount of $16.4 million were guaranteed by Henan Huanghe Enterprises Group Co., Ltd., an unaffiliated third party (“Huanghe Group”). These loans bear interest at prevailing lending rates in the PRC ranging from 4.78 % to 5.76% per annum.

8.	LONG-TERM BANK LOANS

Amounts outstanding under the Company’s long-term debt arrangements at September 30, 2010 and December 31, 2009 were as follows:

Bank	September 30 , 20 10			December 31, 200 9
	(Unaudited)

China Construction Bank	$	13,430,631		$	7,322,574
China Minsheng Bank		—			7,322,574
Agriculture Bank of China		47,604,125			10,251,605
Rabobank Nederland Shanghai		8,953,754			11,716,118
China CITIC Bank		—			4,393,544
Canadian Government Transfer Loan		1,416,264			1,489,099
China Merchants Bank		14,176,776			6,956,445
Changge Old Town		1,522,857			—
Current portion		(1 7 , 754 , 720	)		( 4,539,215	)
Total long-term portion	$	69,349,6 87		$	44,912,744

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 75 million ($11.2 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 (5.76% per annum on September 30, 2010) and are payable in installments on March 18, 2012, 2013 and 2014 and December 27, 2014. Borrowings under the loan agreement are guaranteed by Yongcheng Zhongpin Food Company Limited.

In June 2010, in connection with the purchase of a piece of land from Changge Old Town, Henan Zhongpin entered into an agreement with Changge Old Town, which provided that instead of accepting payment of the purchase price of RMB 10.2 million ($1.5 million), Changge Old Town extended a loan to Henan Zhongpin with a principal amount equal to the purchase price and bearing interest at the rate of 7.00% per annum payable on the date of the agreement 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 of Changge Old Town.

In June 2010, Henan Zhongpin entered into a loan agreement with China Construction Bank pursuant to which Henan Zhongpin borrowed RMB 40 million ($6.0 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 (4.86% per annum on September 30, 2010) and are payable on June 29, 2013. Borrowings under the loan agreement are guaranteed by the land use right, property and plant of Henan Zhongpin.

In March 2010, Henan Zhongpin entered into a loan agreement with Agriculture Bank of China pursuant to which Henan Zhongpin borrowed RMB 53 million ($7.9 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 (5.76% per annum on September 30, 2010) and are payable in installments on March 18, 2012, 2013 and 2014 and December 27, 2014. Borrowings under the loan agreement are guaranteed by the land use right, property and plant of Luoyang Zhongpin.

In March 2010, Henan Zhongpin entered into a loan agreement with China Merchants Bank pursuant to which Henan Zhongpin borrowed RMB 47.5 million ($7.1 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 (5.76% per annum on September 30, 2010) and are payable on November 26, 2014. Borrowings under the loan agreement are guaranteed by Luoyang 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 ($10.6 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 (5.40% per annum on September 30, 2010) and are payable on February 3, 2013. Borrowings under the loan agreement are guaranteed by the land use right, property and plant of Luoyang 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 ($10.4 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 (5.76% per annum on September 30, 2010) and are payable on December 27, 2014. Borrowings under the loan agreement are guaranteed by the land use right, 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 47.5 million ($7.1 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 (5.76% per annum on September 30, 2010) and are payable on November 26, 2014. Borrowings under the loan agreement are guaranteed by Luoyang Zhongpin.

In June 2009, Henan Zhongpin entered into a loan agreement with China Construction Bank pursuant to which Henan Zhongpin borrowed RMB 50 million ($7.5 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 (5.40% per annum on September 30, 2010) and are payable on June 10, 2011. Borrowings under the loan agreement are guaranteed by the land use right, property and plant of Henan Zhongpin.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In May 2009, Henan Zhongpin entered into a loan agreement with China Minsheng Bank pursuant to which Henan Zhongpin borrowed RMB 50 million ($7.4 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 (5.40% per annum on September 30, 2010) and are payable on May 6, 2011. Borrowings under the loan agreement are guaranteed by the Company’s wholly-owned subsidiary, Yongcheng Zhongpin Food Company Limited. In the third quarter of 2010, Henan Zhongpin paid back all loans and terminated the loan agreement with China Minsheng Bank without any extra cost.

In May 2008, Henan Zhongpin entered into a credit agreement with Rabobank Nederland Shanghai Branch that provided for a three-year term loan of up to RMB 80 million ($11.9 million). On June 10, 2008, the first 50% of the long-term loan was funded by the bank. The remaining 50% of the long-term loan was drawn down by Henan Zhongpin on July 10, 2008. Amounts currently outstanding under the long-term loan bear interest at the rate published by the People’s Bank of China for loans with the same or similar terms (5.40% per annum on September 30, 2010). The accrued interest on this loan is payable on a quarterly basis. Of the outstanding principal under the long-term loan, 25% is payable 24 months after the first drawdown date (June 10, 2008), 37.5% is payable 30 months after the first drawdown date and the balance is payable 36 months after the first drawdown date. Henan Zhongpin repaid $2.9 million of the loan on June 10, 2010 and $9.0 million remained outstanding as of September 30, 2010.

Borrowings under the term loan agreement are guaranteed by the Company’s subsidiaries, Anyang Zhongpin Food Co., Ltd. and Zhumadian Zhongpin Food Co., Ltd., are secured by mortgages on the Company’s prepared pork production facilities located in Changge City, Henan province and are subject to various financial and non-financial covenants, including a debt-to-net-worth ratio, a debt-to-EBITDA ratio, an interest coverage ratio, a required minimum tangible net worth, restrictions on investments in fixed assets and financial assets, on inter-company indebtedness and on consolidated contingent liabilities and a requirement that a minimum percentage of Henan Zhongpin’s consolidated EBITDA be generated by Henan Zhongpin and the guarantors. Henan Zhongpin also is prohibited from paying dividends in an amount in excess of 50% of its retained earnings during the term of the credit facility. We are in compliance with both the financial and non-financial covenants.

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 May 15, 2042. Borrowings under the loan agreement are guaranteed by the Financing Department, Henan province.

9.	EQUITY TRANSACTIONS

For the three-month periods ended September 30, 2010 and 2009, the stock-based compensation expenses were $663,602 and $452,452, respectively, and for the nine-month periods ended September 30, 2010 and 2009, the stock-based compensation expenses were $1,736,024 and $1,206,486, respectively.

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 September 30 ,				Nine Months Ended September 30 ,
	20 10		200 9		20 10		200 9
Numerator:	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Net income attributable to common shareholders	$	14,680,791	$	13,234,711	$	40,296,699	$	33,699,458

Denominator:

Weighted average number of common shares outstanding – basic		34,725,104		29,744,291		34,751,158		29,711,018

Dilutive effect of stock options		603,095		473,406		511,275		315,135

Weighted average number of common shares outstanding – diluted		35,328,199		30,217,697		35,262,433		30,026,153

Basic earnings per share	$	0.42	$	0.44	$	1.16	$	1.13

Diluted earnings per share	$	0.42	$	0.44	$	1.14	$	1.12

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 logistic 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 fruit and vegetable production facility. All subsidies were accounted for based on evidence that cash has been received and the earmarked activities have taken place. In accordance with internationally prevailing practice, 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 nine-month periods ended September 30, 2010 and 2009 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	20 10		200 9		20 10		200 9
Deferred subsidies opening balance:
Interest subsidies	$	—	$	—	$	—	$	—
Earmarked subsidies		—		—		—		—
Non-earmarked subsidies		—		—		—		—
Total	$	—	$	—	$	—	$	—

Subsidies received:
Interest subsidies	$	—	$	146,402	$	307,045	$	537,170
Earmarked subsidies		—		48,305		—		92,212
Non-earmarked subsidies		966,771		6,982		2, 836,852		22 9,389
Total	$	966,771	$	201,689	$	3,14 3,897	$	858,771

Subsidies recognized:
Interest subsidies	$	—	$	146,402	$	307,045	$	537,170
Earmarked subsidies		—		48,305		—		92,212
Non-earmarked subsidies		966,771		6,982		2, 836,852		22 9,389
Total	$	966,771	$	201,689	$	3,14 3,897	$	858,771

Deferred subsidies year ending balance:
Interest subsidies	$	—	$	—	$	—	$	—
Earmarked subsidies		—		—		—		—
Non-earmarked subsidies		—		—		—		—
Total	$	—	$	—	$	—	$	—

ZHONGPIN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

12.	SEGMENT REPORTING

The Company operates in only one segment: meat production. The Company’s vegetables and fruits 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 branded stores and to food retailers, food service distributors, restaurant operators and noncommercial foodservice 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 34 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 September 30 ,						N ine Months Ended September 30 ,
	20 10			200 9			20 10			200 9
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Pork and Pork Products:
Chilled pork	$	130.6		$	107.9		$	359.7		$	277.6
Frozen pork		67.4			60.6			176.0			159.6
Prepared pork products		38.6			22.5			111.7			64.8
Vegetables and Fruits		4.5			3. 9			13.0			8.5
Total	$	2 41. 1		$	1 94.9		$	660.4		$	510.5

Cost of Sales:
Pork products	$	210.2		$	167.9		$	572.1		$	441.6
Vegetables and fruits	$	3.6		$	3.3		$	10.8		$	7.1

Gross Profit Margin:
Pork products		11.2	%		12.1	%		11.6	%		12.0	%
Vegetables and fruits		20.0	%		15.4	%		16.9	%		16.5	%

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclosure Regarding Forward-Looking Statements

The statements contained in this Report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Forward-looking statements 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 any such statements that 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 our company, 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 our Annual Report on Form 10-K for the year ended December 31, 2009 and in Part II, 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 our company 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 Report or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this Report is a statement of our intention as of the date of this Report 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.

Overview

We are principally engaged in the meat and food processing and distribution business in the PRC. Currently, we have 13 processing plants located in Henan, Jilin and Sichuan provinces and in Tianjin in the PRC. Our total production capacity for chilled pork and frozen pork is approximately 1,566 metric tons per day, based on an eight-hour working day, or approximately 563,760 metric tons on an annual basis. We also have production capacity for prepared meats of approximately 250 metric tons per eight-hour day, or approximately 90,000 metric tons on an annual basis, and for fruits and vegetables of approximately 83.3 metric tons per eight-hour day, or approximately 30,000 metric tons on an annual basis. In addition, we have annual production capacity for food oil (pork oil) of approximately 20,000 metric tons. We use state-of-the-art equipment in all of our slaughterhouses and processing facilities.

In December 2009, the PRC Ministry of Commerce issued the Hog Slaughtering Industry Development Guidelines (applicable for 2010-2015). The guidelines state that the government will control the number of slaughterhouses in China and specifically that there should be no more than four slaughterhouses in cities with a population of 5 million or more.

In June 2010, the China Meat Association (“CMA”) announced the China Meat Industry Development Strategy Report (applicable for 2011-2015). In that report, CMA provided a development roadmap and targets for the meat industry for the coming five years:

By 2015, to decrease sales of room temperature pork to below 50% of total pork sales in cities at or above county level in China;

By 2015, to increase sales of chilled pork from 10% to around 30% of total pork sales in China;

By 2015, to decrease outstanding licenses for slaughterhouses from more than 21,000 to around 3,000 in China; and

To build pork and pork products production bases in north China, north-east China, east China and south-west China.

The report indicates to us and other companies with strong brand recognition in China's meat industry, high standard facilities, high quality products, strict quality control systems and cold chain logistics capabilities, that there is an opportunity to consolidate and integrate the industry.

Government and consumers take food safety as one of their top priorities. With the Chinese government's support, the consolidation of the industry is accelerating. We believe the government targets stated above can be achieved in the next five years.

Our growth strategy will include consideration of opportunities to expand our production capacity in these strategic areas in response to the suggestions in the report. We plan to build new facilities for chilled and frozen pork, as well as new facilities for prepared pork products and cold chain logistic distribution centers. We may also explore opportunities to acquire companies with strong regional brand recognition, that produce prepared pork products, and with high quality facilities. We expect that these new facilities, together with our existing ones, will help us to build “Zhongpin” into a stronger, national brand, increase our market share, revenue and net profit and more importantly, strengthen our ability to consolidate the meat industry in China.

We will be investing approximately $61.5 million to build a slaughtering and processing plant, low temperature prepared pork plant, logistics center, and research and development center in Nong'an county, Changchun, Jilin province of China. This facility will have a production capacity of approximately 70,000 metric tons for chilled pork, 25,000 metric tons for frozen pork, and 30,000 metric tons for prepared pork products. The construction work started in September 2010. We expect to put the new facility for chilled and frozen pork into operation in the fourth quarter of 2011 and the new facility for prepared pork products into operation in the third quarter of 2012.

We will be investing approximately $63.0 million to build a production facility, warehouse and distribution center in Taizhou, Jiangsu province. This facility will have a production capacity of approximately 100,000 metric tons for chilled and frozen pork, of which 80% will be for chilled pork including easy-to-cook products and 20% for frozen pork, and 30,000 metric tons for prepared pork products. The construction work started in October 2010. We expect to put the new facility for chilled and frozen pork into operation in the third quarter of 2011 and the new facility for prepared pork products into operation in the first quarter of 2012.

We put the new facility in Tianjin with a production capacity of approximately 100,000 metric tons for chilled and frozen pork into operation in January 2010. The construction of phase two of the facility, with a production capacity of approximately 36,000 metric tons for prepared pork products started in October 2010. We expect to put it into operation in the second quarter of 2011.

The expansion project of our facility in Anyang completed in August 2010 as we planned. After expansion, Anyang facility’s pre-cooling room and equipment has improved, and its annual capacity has increased from 63,000 metric tons to 85,000 metric tons.

Our products are sold under the “Zhongpin” brand name. At September 30, 2010, our customers included approximately 31 international or domestic fast food companies in the PRC, 57 processing factories and 1,693 school cafeterias, factory canteens, army posts and national departments. As of that date, we also sold directly to 3,285 retail outlets, including supermarkets, within the PRC.

We have established distribution networks in 20 provinces and four cities with special legal status in the North, East, South and South Midland regions of the PRC, and also have formed strategic business alliances with leading supermarket chains and the catering industry in the PRC. In addition, we export products to Europe, Hong Kong and other selected countries in Asia.

As of September 30, 2010, we had 7,105 employees, of whom 5,383 were operating personnel, 1,265 were sales personnel, 108 were research and development personnel and 349 were administrative personnel.

Critical Accounting Policies

Unless otherwise noted, all translations from RMB to U.S. dollars were made at the middle rate published by the People’s Bank of China, or the middle rate, as of September 30, 2010, which was RMB6.7011 to $1.00. We make no representation that the RMB amounts referred to in this Quarterly Report on Form 10-Q could have been or could be converted into U.S. dollars at any particular rate or at all. On November 5 , 2010, the middle rate was RMB6.6610 to $1.00.

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate, on an on-going basis, our estimates for reasonableness as changes occur in our business environment. We base our estimates on experience, the use of independent third-party specialists, and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments, estimates and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:

Revenue Recognition. Revenues generated from the sale 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 us 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 our management. Accordingly, no provision has been made for returnable goods. Revenues presented on our consolidated income statements are net of sales taxes.

Accounts Receivable. During the normal course of business, our policy is to ask larger customers to make deposits in reasonable and meaningful amounts on a case-by-case basis. For certain newly-developed customers, we may extend unsecured credit.

We regularly evaluate and monitor the creditworthiness of each of our customers in accordance with the prevailing practice in the meat industry and based on general economic conditions in the PRC. If any particular customer appears to be delaying or deferring payments for our products, we generally request a deposit from, or an increase in the deposits of, such customer. Such deposits are typically applied against the outstanding accounts receivable of the applicable customer during the year. As a result, we did not have a bad debt allowance provided against any specific customer at September 30, 2010.

We maintain 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.

Inventories. 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. We regularly inspect the shelf life of prepared foods and, if necessary, write down their carrying value based on their salability and expiration dates into cost of goods sold.

Propert y , Plant, and Equ ipment. 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 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 asset 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).

Results of Operations

In 2010, we continued to focus on the implementation of our strategic plan to sustain the growth we have experienced since becoming a U.S. public company in 2006. Over the next 12 months, we expect to continue to expand our distribution channel and develop new markets. Through our aggressive marketing campaign, we also expect to increase our brand awareness and customer loyalty. We also intend to further streamline our supply chain management to further advance and extend our unified, safe and efficient cold-chain logistics system. We also have invested in employee training and development to help sustain our rapid and healthy growth while maintaining a satisfactory profit margin.

Since the end of the second quarter of 2010 to date, hog and pork prices have increased approximately 20% primarily because (i) the government stepped into the market and built up frozen pork reserves in the first half of the year to stabilize the price and protect the interests of hog breeding farmers; (ii) the drought in south-west China and flood in south, north-east and other regions in China increased the price of agriculture products, including pork, (iii) the cost of raising hogs has increased and (iv) a better balance of supply and demand has been achieved

The Chinese government maintains a national frozen pork reserve, for which it buys in the pork market and sells into the same pork market. The government’s primary objective is to maintain an adequate national reserve and to maintain the stability of hog and pork prices within a varying price range in the national market. The government outsources hog slaughtering and frozen storage services to qualified companies and provides financial subsidies to those service providers. The frozen pork reserves normally are preserved for 12 months, then sold. We are a service provider for both hog slaughtering and frozen pork storage. When pork consumption was expected to increase during the Chinese New Year period in early 2010 and some of the reserve was soon to reach the end of its 12 month holding period, the government sold some of the national pork reserve into the market. Zhongpin and other companies bought portions of that released frozen pork reserve from the government. Because the pork price can decline somewhat after the government sells into the market, which happened in this case, the government paid us an allowance for the difference between our purchase price for the frozen pork from the national reserve and the subsequent lower price in the market.

We expect that hog prices will continue to increase by 10% from September 30, 2010 till year end and remain at a higher level during 2011.

Comparison of Three Months Ended September 30 , 20 10 and 200 9

Revenue . Total revenue increased from $194.9 million for the three months ended September 30, 2009 to $241.1 million for the three months ended September 30, 2010, which represented an increase of $46.2 million, or approximately 24%. The increase in revenues during the third quarter of 2010 was primarily due to increased sales volume in our meat and meat products divisions resulting from the effects of the continuing increases in the number of our retail channels, geographic expansion, and increased sales to chain restaurants, food service providers, and wholesalers and distributors in the PRC. Also the increase in revenues was due to the increase in pork price in the third quarter of 2010. The following table presents our sales by product division for the three months ended September 30, 2010 and 2009.

	Sales by Division (unaudited)
	Three Months Ended September 30 , 20 10						Three Months Ended September 30 , 200 9
	Metric Tons		Sales Revenues (in millions)		Average Price/ Metric Ton		Metric Tons		Sales Revenues (in millions)		Average Price/ Metric Ton

Pork and Pork Products
Chilled pork		61,897	$	130.6	$	2,110		58,182	$	107.9	$	1,855
Frozen pork		38,431		67.4		1,754		34,967		60.6		1,733
Prepared pork products		19,052		38.6		2,026		10,086		22.5		2,231
Vegetables and Fruits		6,495		4.5		693		5,735		3.9		680
Total		125,875	$	241.1	$	1,915		108,970	$	1 94.9	$	1,789

The pork market in China is highly fragmented and in the markets in which we sell our products, no single supplier has a significant impact on the market price of pork or related pork products. We have been pricing our products based on the value of our brand, the quality of our products, hog prices in the applicable period and pricing trends for similar products in the regions in which we operate.

In the third quarter of 2010, we increased our sales of chilled pork products by approximately $22.7 million over the amount of our sales of such products in the third quarter of 2009. As shown in the table above, our average price during the third quarter of 2010 was approximately $2,110 per metric ton for chilled pork, compared to $1,855 during the third quarter of 2009, an increase of 14%. The number of metric tons of chilled pork sold during the third quarter of 2010 increased by 3,715, or 6% from the third quarter of 2009. Our total revenue increased primarily due to the increase in pork price due to a balanced supply and demand in the market, and also due to successful capacity expansion, increased sales to existing customers, and increased volume of sales of our products as we entered new geographic markets, expanded our points of sales and acquired new customers.

In the third quarter of 2010, we increased our sales of frozen pork products by approximately $6.8 million over the amount of our sales of such products in the third quarter of 2009. Our average price during the third quarter of 2010 was approximately $1,754 per metric ton for frozen pork compared to $1,733 during the third quarter of 2009, an increase of 1%. The number of metric tons of frozen pork sold during the third quarter of 2010 increased by 3,464, or 10% from the third quarter of 2009. Our total revenue increased primarily due to successful capacity expansion, increased sales to existing customers, and increased volume of sales of our products as we entered new geographic markets, expanded our points of sales, and acquired new customers, and partially due to the slight increase in average price in the third quarter of 2010 as a result of market fluctuations and product mix.

In the third quarter of 2010, we increased our sales of prepared pork products by approximately $16.1 million over the amount of our sales of such products in the third quarter of 2009. Our average price during the third quarter of 2010 was approximately $2,026 per metric ton for prepared pork products compared to $2,231 during the third quarter of 2009, a decrease of 9%. The number of metric tons of prepared pork products sold during the third quarter of 2010 increased by 8,966, or 89% from the third quarter of 2009. This product division is becoming more important to our business as customers increasingly demand prepared pork products and are willing to pay higher average prices for the convenience of such products. We plan to gradually increase sales from prepared pork products by building up our brand recognition and expanding our capacities for this division.

The sales of pork and vegetable products are closely related to the particular regional markets in which our distribution channels are located. Therefore, the increase in metric tons sold for the third quarter of 2010 was partly attributable to our success in expanding our distribution channels. The following table shows the changes in our distribution channels:

	Numbers of Stores and Cities Generating Sales Volume (unaudited)
	September 30,				Net		Percentage
	20 10		200 9		Change		of Change

Showcase stores		154		141		13		9	%
Branded stores		1,057		996		61		6	%
Supermarket counters		2, 074		2, 041		33		2	%
Total		3,285		3,178		107		3	%

First-tier cities		29		29		—		0	%
Second-tier cities		128		117		11		9	%
Third-tier cities		4 15		3 68		4 7		13	%
Total cities		572		514		58		11	%

The expansion in our distribution channels and geographical coverage has been a significant factor in the increase in our sales volume. The following table shows our revenues by distribution channel for the third quarter of 2010 and 2009, respectively.

	Sales by Distribution Channel (Dollars in millions) (unaudited)
	Three months ended September 30 ,				Net		Percentage
	20 10		200 9		Change		of Change

Retail channels	$	92.1	$	76.7	$	15.4		20	%
Wholesalers and distributors		79.1		60.2		18.9		31	%
Restaurants and food services		66.1		55.6		10.5		19	%
Export		3 . 8		2.4		1.4		58	%
Total	$	2 41.1	$	1 94.9	$	46.2		24	%

The increase in sales to different distribution channels was mainly due to the following factors: (i) our production capacity has increased since our Tianjin production facilities commenced production in early 2010, our pork oil facility commenced production in April 2010, and the expansion of our Anyang production facilities was completed in August 2010; (ii) we have built up our brand image and recognition through advertisements on China Central TV and local television and through product promotions; (iii) we have increased the number of stores and other channels through which we sell our products and we have improved the efficiency of these stores; and (iv) we believe consumers are placing increased importance on food safety and are willing to pay higher prices for safe food products, such as our products. As presented in the table above, our most significant revenue increases were generated from our wholesalers and distributors and our retail channels. Retail channels are the highest gross profit margin channels and are the channels through which we build up our brand recognition in the market. Our Zhongpin logo and brand name are prominently displayed in each of the retail stores and supermarket counters that sell our products.

Cost of Sales. Our cost of sales increased from $171.1 million for the three months ended September 30, 2009 to $213.8 million for the three months ended September 30, 2010, which represented an increase of $42.7 million, or approximately 25%. Our cost of sales primarily includes our costs of raw materials, labor costs and overhead. Of our total cost of sales, our cost of raw materials typically accounts for approximately 96%, our overhead typically accounts for 2.5% and our labor costs typically accounts for 1.5%, with slight variations from period to period. All of our meat products are derived from the same raw materials, which are live hogs. Our vegetable and fruit products are purchased from farmers located close to our processing facility in Changge City, Henan province. As a result, the purchasing costs of live hogs and vegetables and fruits represent substantially all of our costs of raw materials. The increase in our cost of sales was consistent with our increase in sales revenue.

	Cost of Sales by Division (unaudited)
	Three Months Ended September 30, 2010						Three Months Ended September 30, 2009
	Metric Tons		Cost of Sales (in millions)		Average Price/ Metric Ton		Metric Tons		Cost of Sales (in millions)		Average Price/ Metric Ton

Pork and Pork Products
Chilled pork		61,897	$	117.0	$	1,890		58,182	$	95.6	$	1,643
Frozen pork		38,431		62.0		1,613		34,967		55.1		1,576
Prepared pork products		19,052		31.2		1,638		10,086		17.1		1,695
Vegetables and Fruits		6,495		3.6		554		5,735		3.3		575
Total		125,875	$	213.8	$	1,699		108,970	$	171.1	$	1,570

Our gross profit margin (gross profit divided by sales revenue) decreased from 12.2% for the three months ended September 30, 2009 to 11.3% for the three months ended September 30, 2010. The decrease in our gross margin during the third quarter of 2010 was primarily due to (i) the percentage increase in pork prices being less than the percentage increase in hog prices, which is the main part of cost of sales, (ii) we are not able to adjust the selling price of our frozen and prepared pork products as frequently as we can for our chilled pork products, so in this quarter, while hog prices increased, the margins of prepared and frozen products grew smaller, and (iii) our strategic decision to take steps to increase our market share and utilization rate of our production capacity at a time when our production capacity increased due to the opening of new production facilities. As a result, our gross profit margin was lower than the level we would expect to achieve once we fully integrate our new production facilities and expand into new regional markets for our products. We intend to adjust our production levels and product mix and the percentages of our sales through our different sales channels in the coming quarters to increase our gross profit margin.

General and Administrative Expenses . General and administrative expenses increased from $4.5 million for the three months ended September 30, 2009 to $6.1 million for the three months ended September 30, 2010, which represented an increase of $1.6 million, or approximately 36%. As a percentage of revenues, general and administrative expenses increased from 2.3% for the three months ended September 30, 2009 to 2.5% for the three months ended September 30, 2010.

The increase in general and administrative expenses during the three months ended September 30, 2010 was primarily the result of a $0.5 million increase in bad debt provision and a $0.5 million increase in depreciation.

Selling Expen ses. Selling expenses increased from $3.8 million for the three months ended September 30, 2009 to $5.4 million for the three months ended September 30, 2010, which represented an increase of $1.6 million, or approximately 42%. The increase in selling expenses was primarily the result of our increased sales of pork and pork products and was primarily due to a $1.0 million increase in advertising cost and a $0.4 million increase in salaries. As a percentage of revenues, selling expenses increased from 1.9% for the three months ended September 30, 2009 to 2.2% for the three months ended September 30, 2010.

I nterest Expense (net of interest income and interest capitalization ) . Interest expense net of interest income increased from $1.7 million for the three months ended September 30, 2009 to $2.4 million for the three months ended September 30, 2010, which represented an increase of $0.7 million, or approximately 41%. The increase in interest expense was primarily the result of an increase of $35.7 million in long-term bank loans and an increase of $3.2 million in short-term bank loans.

Other Income and Gove rnment Subsidies. Other income and government subsidies increased from $0.1 million for the three months ended September 30, 2009 to $2.2 million for the three months ended September 30, 2010, which represented an increase of $2.1 million. This increase was primarily the result of an increase of $1.0 million in government subsidies and an increase of $1.1 million in other income, which is due to the reversal of a tax payable accrued from the sale-leaseback transactions in the year ended December 31, 2009 due to the government policy changes. The changes in government subsidies are discussed in Note 11 of Notes to Consolidated Financial Statements.

Income Taxes. The effective tax rate in the PRC on income generated from the sale of prepared products is 25% and there is no income tax on income generated from the sale of raw products, including raw meat products and raw fruits and vegetable products. The increase of $0.3 million in the provision for income taxes for the three months ended September 30, 2010 over the three months ended September 30, 2009 resulted from the increase in revenue from prepared meat products.

Comparison of Nine Months Ended September 30 , 20 10 and 200 9

Revenue . Total revenue increased from $510.5 million for the nine months ended September 30, 2009 to $660.4 million for the nine months ended September 30, 2010, which represented an increase of $149.9 million, or approximately 29%. The increase in revenues during the first nine months of 2010 was primarily due to increased sales volume in our meat and meat products divisions resulting from the effects of the continuing increases in the number of our retail channels, geographic expansion and increased sales to chain restaurants, food service providers and wholesalers and distributors in the PRC. The following table presents certain information regarding our sales by product division for the nine months ended September 30, 2010 and 2009.

	Sales by Division (unaudited)
	Nine Months Ended September 30 , 20 10						Nine Months Ended September 3 0 , 200 9
	Metric Tons		Sales Revenues (in millions)		Average Price/ Metric Ton		Metric Tons		Sales Revenues (in millions)		Average Price/ Metric Ton

Pork and Pork Products
Chilled pork		197,515	$	359.7	$	1,821		153,767	$	277.6	$	1,805
Frozen pork		110,360		176.0		1,595		95,274		159.6		1,675
Prepared pork products		53,846		111.7		2,074		29,806		64.8		2,174
Vegetables and Fruits		15,787		13.0		823		11,111		8.5		765
Total		377,508	$	660.4	$	1,749		289,958	$	510.5	$	1,761

The pork market in China is highly fragmented and in the markets in which we sell our products no single supplier has a significant impact on the market price of pork or related pork products. We have been pricing our products based on the value of our brand, the quality of our products, hog prices in the applicable period and pricing trends for similar products in the regions in which we operate.

In the first nine months of 2010, we increased our sales of chilled pork products by approximately $82.1 million over the amount of our sales of such products in the first nine months of 2009. As shown in the table above, our average price during the first nine months of 2010 was approximately $1,821 per metric ton for chilled pork, compared to $1,805 during the first nine months of 2009, an increase of 1%. The number of metric tons of chilled pork sold during the first nine months of 2010 increased by 43,748, or 28% from the first nine months of 2009. Our total revenue increased primarily due to successful capacity expansion, increased sales to existing customers, and significantly increased volume of sales of our products as we entered new geographic markets, expanded our points of sales and acquired new customers, and partially due to the slight increase in average price in the first nine months of 2010 as a result of market fluctuations.

In the first nine months of 2010, we increased our sales of frozen pork products by approximately $16.4 million over the amount of our sales of such products in the first nine months of 2009. Our average price during the first nine months of 2010 was approximately $1,595 per metric ton for frozen pork compared to $1,675 during the first nine months of 2009, a decrease of 5%. The number of metric tons of frozen pork sold during the first nine months of 2010 increased by 15,086, or 16% from the first nine months of 2009. Despite the decrease in average price in the first nine months of 2010 as a result of market fluctuations, our total revenue still increased due to successful capacity expansion, increased sales to existing customers, and significantly increased volume of sales of our products as we entered new geographic markets, expanded our points of sales and acquired new customers.

In the first nine months of 2010, we increased our sales of prepared pork products by approximately $46.9 million over the amount of our sales of such products in the first nine months of 2009. Our average price during the first nine months of 2010 was approximately $2,074 per metric ton for prepared pork products compared to $2,174 during the first nine months of 2009, a decrease of 5%. The number of metric tons of prepared pork products sold during the first nine months of 2010 increased by 24,040, or 81% from the first nine months of 2009. This product division is becoming more important to our business as customers increasingly demand prepared pork products and are willing to pay higher average prices for the convenience of such products.. We plan to gradually increase sales from prepared pork products by building up our brand recognition and expanding our capacities for this division.

The following table shows our revenues by distribution channel for the first nine months of 2010 and 2009, respectively.

	Sales by Distribution Channel (Dollars in millions) (unaudited)
	Nine M onths E nded September 30 ,				Net		Percentage
	20 10		200 9		Change		of Change

Retail channels	$	262.3	$	216.1	$	46.2		21	%
Wholesalers and distributors		208.9		152.3		56.6		37	%
Restaurants and food services		182.3		137.6		44.7		32	%
Export		6.9		4.5		2.4		53	%
Total	$	660 .4	$	510.5	$	1 49.9		29	%

During the nine months ended September 30, 2010, revenues from export sales increased to $6.9 million, which represented an increase of $2.4 million, or approximately 53%, as compared with the nine months ended September 30, 2009.

Cost of Sales. Our cost of sales increased from $448.7 million for the nine months ended September 30, 2009 to $582.9 million for the nine months ended September 30, 2010, which represented an increase of $134.2 million, or approximately 30%. Our cost of sales primarily includes our costs of raw materials, labor costs and overhead. Of our total cost of sales, our cost of raw materials typically accounts for approximately 96%, our overhead typically accounts for 2.5% and our labor costs typically accounts for 1.5%, with slight variations from period to period. All of our meat products are derived from the same raw materials, which are live hogs. Our vegetable and fruit products are purchased from farmers located close to our processing facility in Changge City, Henan province. As a result, the purchasing costs of live hogs and vegetables and fruits represent substantially all of our costs of raw materials. The increase in our cost of sales was consistent with our increase in sales revenue.

	Cost of Sales by Division (unaudited)
	Nine Months Ended September 30 , 20 10						Nine Months Ended September 30 , 200 9
	Metric Tons		Cost of Sales (in millions)		Average Price/ Metric Ton		Metric Tons		Cost of Sales (in millions)		Average Price/ Metric Ton

Pork and Pork Products
Chilled pork		197,515	$	320.3	$	1,622		153,767	$	246.8	$	1,605
Frozen pork		110,360		162.2		1,470		95,274		146.2		1,535
Prepared pork products		53,846		89.6		1,664		29,806		48.6		1,631
Vegetables and Fruits		15,787		10.8		684		11,111		7.1		639
Total		377,508	$	582.9	$	1,544		289,958	$	448.7	$	1,547

Our gross profit margin (gross profit divided by sales revenue) decreased from 12.1% for the nine months ended September 30, 2009 to 11.7% for the nine months ended September 30, 2010. The decrease in our gross margin during the first nine months of 2010 was primarily due to (i) the percentage increase in pork prices being less than the percentage increase in hog prices in the nine months ended September 30, 2010, which is the main part of cost of sales, (ii) we are not able to adjust the selling price of our frozen and prepared pork products as frequently as we can for our chilled pork products, so in the nine months ended September 30, 2010, while hog prices increased, the margins of prepared and frozen products grew smaller, and (iii) our strategic decision to take steps to increase our market share and utilization rate of our production capacity at a time when our production capacity increased due to the opening of new production facilities. As a result, our gross profit margin was lower than the level we would expect to achieve once we fully integrate our new production facilities and expand into new regional markets for our products. We intend to adjust our production levels and product mix and the percentages of our sales through our different sales channels in the coming quarters to increase our gross profit margin.

General and Administrative Expenses. General and administrative expenses increased from $13.3 million for the nine months ended September 30, 2009 to $17.8 million for the nine months ended September 30, 2010, which represented an increase of $4.5 million, or approximately 34%. As a percentage of revenues, general and administrative expenses increased from 2.6% for the nine months ended September 30, 2009 to 2.7% for the nine months ended September 30, 2010.

The increase in general and administrative expenses during the nine months ended September 30, 2010 was primarily the result of a $0.6 million increase in salary expense due to the expansion of our business, which required us to hire more employees. Also the increase was the result of a $1.3 million increase in depreciation, a $0.6 million increase in training expenses and a $0.9 million increase in bad debt provision due to a higher accounts receivable balance due to a higher volume of sales.

Selling Expenses. Selling expenses increased from $9.3 million for the nine months ended September 30, 2009 to $14.4 million for the nine months ended September 30, 2010, which represented an increase of $5.1 million, or approximately 55%. The increase in selling expenses was primarily due to the increase in sales of pork and pork products and was primarily due to a $2.5 million increase in advertising and promotional fees, a $1.1 million increase in salaries and a $0.9 million increase in transportation fees. As a percentage of revenues, selling expenses increased from 1.8% for the nine months ended September 30, 2009 to 2.2% for the nine months ended September 30, 2010.

Impairment Loss. Impairment loss for the nine months ended September 30, 2010 is $1.0 million, compared to nil for the nine months ended September 30, 2009. The increase is due to the write-off of the value added tax (“VAT”) recoverable from the Heilongjiang facility. We terminated the lease of that facility at the end of 2008. We determined that the recoverability of the VAT is not likely because there has been no operation in Heilongjiang Zhongpin Food Company Limited since the termination of the lease.

Interest Expense (net of interest income and interest capitalization ) . Interest expense net of interest income increased from $4.5 million for the nine months ended September 30, 2009 to $5.7 million for the nine months ended September 30, 2010, which represented an increase of $1.2 million, or approximately 27%. The increase in interest expense was primarily the result of an increase of $35.7 million in long-term bank loans and an increase of $3.2 million in short-term bank loans.

Other Income and Government Subsidies. Other income and government subsidies increased from $0.6 million for the nine months ended September 30, 2009 to $4.7 million for the nine months ended September 30, 2010, which represented an increase of $4.1 million. This increase was primarily the result of an increase of $2.6 million in government subsidies and an increase of $1.1 million in other income, which is due to the reversal of a tax payable accrued from the sale-leaseback transactions in the year ended December 31, 2009 due to the government policy changes.

Income Taxes. The effective tax rate in the PRC on income generated from the sale of prepared products is 25% and there is no income tax on income generated from the sale of raw products, including raw meat products and raw fruits and vegetable products. The increase of $0.8 million in the provision for income taxes for the nine months ended September 30, 2010 over the nine months ended September 30, 2009 resulted from the increase in revenue from prepared meat products.

Segment Information

Under generally accepted accounting principles in the United States, we operate in only one segment: meat production. Our fruits and vegetables operations, both financially and operationally, do not represent a significant enough portion of our business to constitute a separate segment. However, our product lines have been divided into two divisions: pork and pork products, and vegetables and fruits.

Our pork and pork products division is involved primarily in the processing of live hogs into fresh, frozen and processed pork products. Our pork and pork products division markets its products domestically to our branded stores, food retailers, food service 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 division is involved primarily in the processing of fresh vegetables and fruits. We contract with more than 100 farms in Henan province and nearby areas to produce high-quality vegetable varieties and fruits suitable for export. The proximity of the contracted farms to our operations ensures freshness from harvest to processing. We contract to grow more than 34 categories of vegetables and fruits, including asparagus, sweet corn, broccoli, mushrooms, lima beans, strawberries and capsicum.

The following tables show our sales volume and the production volume in metric tons by product division for the three-month and nine-month periods ended September 30, 2010 and 2009.

	Sales by Division (in metric tons)
	Three Months Ended September 30 ,				Nine Mont hs Ended September 30 ,
	20 10		200 9		20 10		200 9
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Pork and Pork Products
Chilled pork		61,897		58,182		197,515		153,767
Frozen pork		38,431		34,967		110,360		95,274
Prepared pork products		19,052		10,086		53,846		29,806
Vegetable and Fruits		6,495		5,735		15,787		11,111
Total		125,875		10 8,970		377,508		289,958

	Production by Division (in metric tons)
	Three Months Ended September 30 ,				Nine Months Ended September 30 ,
	20 10		2 00 9		2010		200 9
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Pork and Pork Products
Chilled pork		61,835		57,840		197,252		153,678
Frozen pork		37,071		36,793		122,864		107,038
Prepared pork products		19,793		9,654		54,167		31,026
Vegetable and Fruits		6,229		6,637		14,803		12,143
Total		1 24,928		1 10,924		389,086		303,885

Additional Operating Data

In assessing our existing operations and planning our future growth and the development of our business, management considers, among other factors, our revenue growth and growth in sales volume by market segment, as well as our sales by distribution channel and geographic market coverage.

The following table sets forth information with respect to the number of products we offered, the number of stores in our retail network and the number of provinces and cities in the PRC in which we offered and sold our products at September 30, 2010 and December 31, 2009, 2008 and 2007.

			December 31,
	September 30 , 20 10		200 9		200 8		200 7

Number of products		417		392		314		270
Number of retail stores		3,285		3,205		3,061		2,939
Expansion of Market Coverage
Number of provinces		24		24		24		24
Number of first-tier cities		29		29		29		29
Number of second-tier cities		128		120		106		93
Number of third-tier cities		415		383		324		287

Liquidity and Capital Resources

At September 30, 2010 and December 31, 2009, we had cash and cash equivalents of $62.4 million and $69.0 million, respectively. At September 30, 2010, we had working capital of approximately $21.7 million.

We have established and implemented corporate policies to manage our cash flows generated by our operating activities. We have established strict credit policies to manage the credit we give to our customers, and we give different credit terms to different types of customers in different sales channels. For supermarket customers, the credit terms are generally two to four weeks. For showcase stores and branded stores, the credit terms are generally cash sales within one week. For food distributors, the credit terms are generally two weeks. For restaurants and non-commercial customers, the credit terms are from one week to one month. These credit terms are subject to negotiation if requested by our customers, but any adjustment must be approved by designated management. In general, we ask for credit terms from our suppliers. We generally pay for the hogs we purchase within one week after the hogs pass our health and quality examinations.

For the nine months ended September 30, 2010, net cash provided by operating activities was $20.6 million, which represented a decrease of $1.6 million as compared to the net cash provided by operating activities of $22.2 million for the same period of 2009. The decrease was primarily due to a $14.0 million decrease in cash flow from operating assets and liabilities, which was partly offset by a $6.6 million increase in net income and a $5.9 million increase in non-cash items. Of the non-cash items, depreciation and amortization accounted for $4.1 million of change due to the fact that more plants, equipment and machinery were put into use.

Cash flow from changes in operating assets and liabilities decreased approximately $14.0 million, as compared to the negative cash flow of $18.5 million from changes in operating assets and liabilities for the same period of the prior year. Of the $14.0 million decrease, $10.4 million was attributable to the change of cash flow from accounts receivable due to the fact that the volume of sales in the nine months ended September 30, 2010 was significantly higher compared to the same period of the prior year, and $4.4 million was attributable to the change on allowance receivable. The central government granted us this amount of allowance because we helped the government in building government reserves last year. We expected to receive this allowance when the government finishes certain procedures during the fourth quarter of this year.

Net cash used in investing activities was $95.9 million for the nine months ended September 30, 2010, which represented an increase of $12.3 million as compared to the net cash of $83.6 million used by investing activities for the same period of the prior year. We spent $12.9 million more on restricted cash so that we can issue bank notes and use these notes to pay to suppliers, $16.6 million less on land use rights and $16.0 million more on purchase deposit for land use rights during the first nine months of 2010 compared to the same period of 2009.

Net cash provided by financing activities was $67.5 million during the nine months ended September 30, 2010, an increase of $21.1 million compared to the net cash provided by financing activities of $46.4 million for the same period of the prior year. We had net proceeds of $10.3 million for short-term bank loans and received $39.4 million in net proceeds from long-term bank loans during the current period. We optimized our balance sheet by borrowing more long-term bank loans and less short-term loans.

At September 30, 2010, Henan Zhongpin had short-term and long-term bank and governmental loans in the aggregate amount of $187.1 million with interest rates ranging from 4.78% to 5.76% per annum, as shown below.

Bank	Maximum Credit Availability		Amount Borrowed		Interest Rate			Maturity Date

Short-term Loans

Industrial and Commercial Bank of China	$	22,384,385	$	4,476,877		4.86	%	12/15/2010

China Everbright Bank		7,461,462		—

Bank of Luoyang		4,476,877		4,476,877		5.31	%	01/17/2011

Bank of Communications		5,969,169		—

China Construction Bank		29,845,846		7,461,462		5.04	%	07/25/2011

China CITIC Bank		46,261,062		4,476,877		5.31	%	01/19/2011
				4,476,877		5.31	%	06/25/2011

Agriculture Development Bank of China		104,460,462		6,282,157		4.86	%	12/27/2010
				9,252,212		5.31	%	12/30/2010
				6,969,005		5.31	%	12/28/2010
				7,364,463		5.31	%	07/08/2011
				2,984,585		5.31	%	09/28/2011

Shanghai Pudong development Bank of China		17,907,508		—

China Minsheng Bank		7,461,462		—

Bank of China		14,922,923		—

China Merchants Bank		41,784,185		4,476,877		5.31	%	08/31/2011
				4,476,877		5.31	%	02/01/2011
				6,715,314		5.31	%	07/30/2011
				2,238,438		5.31	%	08/10/2011

Guangdong Development Bank		10,446,046		—

Xuchang Commercial Bank		4,476,877		2,984,585		4.78	%	05/11/2011

Rabobank Nederland		14,922,923		2,984,585		5.31	%	05/28/2010

Zhongyuan Trust Co., Ltd.				17,907,508		5.04	%	03/31/2011

Bank	Maximum Credit Availability		Amount Borrowed		Interest Rate			Maturity Date

City Finance –short-term				2 9, 845		0.00	%	Extendable
Total			$	100,035,421

Long-term Loan - Current portion

Canadian Government Transfer Loan				145,670		6.02	%	11/15/2010

China Construction Bank		29,845,846		7,461,462		5.40	%	06/10/2011

Rabobank Nederland		14,922,923		2,984,585		5.40	%	06/15/2011
				5,969,169		5.40	%	07/09/2011

Agriculture Bank of China		119,383,385		1,1 93,834		5.76	%	03/18/2011
Total			$	1 7,754,720

Long-term Loans

China Construction Bank		29,845,846		5,969,169		4.86	%	06/29/2013

Agriculture Bank of China		119,383,385		1,492,293		5.76	%	03/18/2012
				746,146		5.76	%	09/17/2012
				10,595,275		5.40	%	02/03/2013
				1,492,293		5.76	%	03/18/2013
				746,146		5.76	%	09/17/2013
				1,492,293		5.76	%	03/18/2014
				9,699,900		5.76	%	12/17/2014
				12,684,484		5.76	%	12/27/2014
				7,461,462		5.76	%	07/11/2015

China Merchants Bank		37,307,308		14,176,776		5.76	%	11/26/2014

Changge Old Town		1,522,857		1,522,857		7.00	%	Extendable

Canadian Government Transfer Loan				1, 270,593		*		05/15/2042

Total			$	69,349,687

* 17% of the principal amount of this loan bears interest at the rate of 6.02% per annum and the remaining principal amount of this loan is interest free. All repayments are applied first to the interest-bearing portion of this loan.

Of our outstanding short-term loans at September 30, 2010, $16.2 million aggregate principal amount of loans was secured by our land and plants located in the PRC and $16.4 million aggregate principal amount of loans was guaranteed by Henan Huanghe Enterprises Group Co., Ltd., a group corporation based in Henan province that is not affiliated with our company or with any of our subsidiaries (“Huanghe Group”).

In November 2009, Henan Zhongpin entered into a sale-leaseback agreement with CMB Financial Leasing Co., Ltd. (“CMB Leasing”) pursuant to which we sold to CMB Leasing equipment with a book net value of $8.3 million for $5.9 million and leased such equipment back. The lease payments for this equipment are paid on a monthly basis over a three-year period and consist of a fixed payment based upon a 36-month amortization of the purchase price plus an interest component that is based upon the rate announced from time to time by the People’s Bank of China for three-year loans. At September 30, 2010, the monthly rental fee under the agreement was $528,049, which included an interest component calculated at the rate of 4.91% per annum. Henan Zhongpin has the right at the end of the lease term to repurchase all of the equipment for a nominal purchase price.

In November 2009, our subsidiary Luoyang Zhongpin Food Co., Ltd. entered into a sale-leaseback agreement with CMB Leasing pursuant to which we sold to CMB Leasing equipment with a book net value of $6.8 million for $4.4 million and leased such equipment back. The lease payments for this equipment are paid on a monthly basis over a three-year period and consist of a fixed payment based upon a 36-month amortization of the purchase price plus an interest component that is based upon the rate announced from time to time by the People’s Bank of China for three-year loans. At September 30, 2010, the monthly rental fee under the agreement was $396,037, which included an interest component calculated at the rate of 4.91% per annum. Henan Zhongpin has the right at the end of the lease term to repurchase all of the equipment for a nominal purchase price.

In November 2009, our subsidiary Zhumadian Zhongpin Food Co., Ltd. entered into a sale-leaseback agreement with De Lage Landen (China) Co., Ltd. (“De Lage Landen”) pursuant to which we sold to De Lage Landen equipment with a book net value of $5.9 million for $6.0 million and leased such equipment back. The lease payments for this equipment are paid on a monthly basis over a three-year period and consist of a fixed payment based upon a 36-month amortization of the purchase price plus an interest component that is based upon the rate announced from time to time by the People’s Bank of China for three-year loans. At September 30, 2010, the monthly rental fee under the agreement was $176,482, which included an interest component calculated at the rate of 5.31% per annum. Henan Zhongpin has the right at the end of the lease term to repurchase all of the equipment for a nominal purchase price.

In June 2010, Henan Zhongpin entered into a mutual guarantee agreement with Huanghe Group. Under the new agreement, Henan Zhongpin agreed to guarantee bank loans of Huanghe Group in an amount up to RMB 150 million ($22.1 million) and Huanghe Group agreed to guarantee Henan Zhongpin’s bank loans in an amount up to RMB 150 million ($22.1 million). The agreement will expire in June 2011. At the expiration of the agreements, each party will remain obligated under its guarantee for any loans of the other party that are outstanding on the date of expiration of the agreements. At September 30, 2010, Henan Zhongpin had outstanding guarantees for $16.4 million of Huanghe Group’s bank loans under the agreements. All of the bank loans of Huanghe Group guaranteed by Henan Zhongpin will mature within the next 12 months.

In May 2009, Henan Zhongpin entered into a loan agreement with China Minsheng Bank pursuant to which Henan Zhongpin borrowed RMB 50 million ($7.4 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 (5.40% per annum on September 30, 2010) and are payable on May 6, 2011. Borrowings under the loan agreement are guaranteed by our wholly-owned subsidiary, Yongcheng Zhongpin Food Co., Ltd. In the third quarter of 2010, Henan Zhongpin paid back all loans and terminated the loan agreement with China Minsheng Bank without any extra cost.

In November 2008, Henan Zhongpin entered into a sale-leaseback agreement with CMB Leasing pursuant to which we sold to CMB Leasing equipment with a book net value of $6.6 million for $4.6 million and leased such equipment back. The lease payments for this equipment are paid on a monthly basis over a three-year period and consist of a fixed payment based upon a 36-month amortization of the purchase price plus an interest component that is based upon the rate announced from time to time by the People’s Bank of China for three-year loans. At September 30, 2010, the monthly rental fee under the agreement was $138,859, which included an interest component calculated at the rate of 5.40% per annum. Henan Zhongpin has the right at the end of the lease term to repurchase all of the equipment for a nominal purchase price.

Borrowings under the term loan agreement are guaranteed by our subsidiaries, Anyang Zhongpin Food Co., Ltd. and Zhumadian Zhongpin Food Co., Ltd., are secured by mortgages on our prepared pork production facilities located in Changge City, Henan province and are subject to various financial and non-financial covenants, including a debt-to-net-worth ratio, a debt-to-EBITDA ratio, an interest coverage ratio, a required minimum tangible net worth, restrictions on investments in fixed assets and financial assets, on inter-company indebtedness and on consolidated contingent liabilities and a requirement that a minimum percentage of Henan Zhongpin’s consolidated EBITDA be generated by Henan Zhongpin and the guarantors. Henan Zhongpin also is prohibited from paying dividends in an amount in excess of 50% of its retained earnings during the term of the credit facility. We are in compliance with both the financial and non-financial covenants.

We believe our existing cash and cash equivalents, together with our available lines of credit ($341.2 million at September 30, 2010), will be sufficient to finance our investment in new facilities, operating requirements and anticipated capital expenditures of approximately $105.8 million over the next 12 months. We intend to use such funds over the next 12 months to fund our capacity expansion and the construction of supporting facilities and to supplement our working capital requirements to enable us to strengthen our market position and accelerate our growth. We intend to satisfy our short-term debt obligations that mature over the next 12 months through additional short-term bank loans, in most cases by rolling the maturing loans into new short-term loans with the same lenders as we have done in the past. We also we intend to optimize our loan structure by replacing certain of our short-term indebtedness with additional long-term debt.

Contractual Obligations

For information on our contractual obligations, please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Commitments.” as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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.

Item 3. Quantitative and Qualitative Disclosures 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 RMB, 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 RMB. However, we use the U.S. dollar for financial reporting purposes. Conversion of RMB 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 RMB, there can be no assurance that such exchange rate will not again become volatile or that RMB 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 our operations in the PRC.

Interest Rate Risk. We do not have significant interest rate risk as the interest we pay on substantially all of our debt obligations is calculated at a fixed rate in accordance with the terms of such indebtedness.

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 4. 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 (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 concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and accumulated and communicated to our management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no 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 fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

During the nine months ended September 30, 2010, there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

Not Applicable.

(c)

None.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

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: November 9, 2010	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.

* Filed herewith

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