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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                                  Zhongpin Inc.
                 ----------------------------------------------
                                (Name of Issuer)


                         Common Stock, par value $0.001
                 ----------------------------------------------
                         (Title of Class of Securities)


                                   98952K 10 7
                 ----------------------------------------------
                                 (CUSIP Number)


                                January 30, 2006
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                EXPLANATORY NOTE

         This Amendment No. 1 to Schedule 13G (this "Amendment") amends and
restates in its entirety the Schedule 13G originally filed on August 25, 2006
(the "Original Schedule 13G") by and on behalf of Vision Opportunity Master
Fund, Ltd., a Cayman Islands company (the "Reporting Person").

         The Reporting Person is filing this Amendment to indicate that the
Original Schedule 13G was filed in error and should be treated as if it were
withdrawn. The Original Schedule 13G was not required to be filed because as of
the filing date (i) the Reporting Person in fact beneficially owned less than 5%
of the outstanding shares of common stock of the Issuer, Zhonghin Inc. (the
Original Schedule 13G incorrectly reported the percentage ownership as 5.7%),
and (ii) in any event, the Issuer did not have a class of equity securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended.



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                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated:    November 14, 2007

                                       VISION OPPORTUNITY MASTER FUND, LTD.


                                       By: /s/ ADAM BENOWITZ
                                           -------------------------------------
                                           Adam Benowitz
                                           Managing Member




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