Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 4, 2010
MAN SHING AGRICULTURAL
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53146
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88-0450667
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Unit
1005, 10/F, Tower B
Hunghom
Commercial Centre
37 Ma Tau
Wai Road, Hunghom
Kowloon, Hong
Kong
(Registrant’s
Address)
Registrant’s telephone number,
including area code: (86)
536-4644888
Copies
to:
Greentree
Financial Group, Inc.
7951 SW
6th Street, Suite 216
Plantation,
FL 33324
(954)
424-2345 Tel
(954)
424-2230 Fax
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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MAN SHING
AGRICULTURAL HOLDINGS, INC.
CURRENT
REPORT ON FORM 8-K
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Item 3.02 Unregistered
Sales of Equity Securities
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Item
9.01 Financial Statements and Exhibits
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SIGNATURES
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Exhibit
10.1 – Securities Purchase Agreement, dated as of January 4, 2010, by and
among Man Shing Agricultural Holdings, Inc. and China Angel Assets
Management Limited
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Exhibit
10.2 – Senior Secured Convertible Redeemable Debenture, dated as of
January 4, 2010, by and among Man Shing Agricultural Holdings, Inc. and
China Angel Assets Management Limited
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Exhibit
10.3 – Pledge Agreement between Man Shing Agricultural Holdings, Inc. and
China Angel Assets Management Limited and Greentree Financial Group,
Inc.
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Exhibit
10.4 – Escrow Agreement between Man Shing Agricultural Holdings, Inc. and
China Angel Assets Management Limited and Greentree Financial Group,
Inc
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Exhibit
10.5 – Registration Right Agreement dated as of January 4, 2010, by and
among Man Shing Agricultural Holdings, Inc. and China Angel Assets
Management Limited
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Exhibit
10.6 – Investor Right Agreement dated as of January 4, 2010, by and among
Man Shing Agricultural Holdings, Inc. and China Angel Asset Management
Limited
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Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
Man Shing
Agricultural Holdings, Inc. (the “Company” or the “Registrant”) and its
subsidiary, Weifang Xinsheng Food Co., Ltd. (“Xinsheng”) have engaged in certain
financing activities that have resulted in the creation of a direct financial
obligation of the Registrant and/or an obligation of the Company under an
off-balance sheet arrangement. The purpose of these transactions is to provide
short term bridge capital for the Company. The direct financial
obligations and/or off-balance sheet arrangements are as follows:
On
January 4, 2010, the Company entered into a Securities Purchase Agreement
(attached hereto as Exhibit 10.1) with China Angel Assets Management Limited
(the “Investor”). Under the Securities Purchase Agreement, the
Investor agreed to purchase up to One Million Dollars ($1,000,000) of investment
units (the “Units”), where each unit consists of a secured convertible
redeemable debenture in the amount of $100,000, along with 80,000 shares of the
Company’s Common Stock, and one right to buy an additional Unit for up to three
years. One Million Dollars ($1,000,000) were funded on the date of
the agreement for a total purchase price of One Million Dollars
($1,000,000). The Debentures purchased by Investor shall have a
maturity date of two (2) years from the Closing Date of January 4, 2010. The
Securities Purchase Agreement is attached as Exhibit 10.1.
On
January 4, 2010 the Company issued ten (10) Senior Secured Convertible
Redeemable Debentures (the “Debenture” a specimen debenture is attached hereto
as Exhibit 10.2) in the amount of $100,000 each to China Angel Assets Management
Limited (together with its permitted successors and assigns, the “Holder”)
pursuant to exemptions from registration under the Securities Act of 1933, as
amended and pursuant to Regulation D and Regulation S there
under. For value received, the Company shall pay to the order of the
Holder by December 23, 2011 in lawful money of the United States of America and
in immediately available funds the unpaid principal sum of One Hundred Thousand
U.S. Dollars (US$100,000) together with interest on the unpaid principal of the
Debenture at the rate of eight percent (8%) per annum (the “Interest Rate”)
payable quarterly in cash on the outstanding balance commencing one (1) month
from the date of the Debenture. Upon default, the Interest Rate shall
be increased to a rate of sixteen percent (18%) per annum.
The
Holder of the Debenture maintains the option to convert all or any part of the
principal amount of the Debenture, plus accrued interest, into shares of Common
Stock at a price per share equal to two dollars ($2.00).
Upon the
occurrence of an Event of Default (as defined in Exhibit 10.2 attached hereto)
by the Company, the Holder has the option to elect that the interest due and
payable be paid in cash or in the form of Common Stock. If paid in
the form of Common Stock, that number of shares of Common Stock with a value
equal to the amount of interest due shall be issued. The amount of
stock to be issued will be calculated as follows: the value of the
stock shall be eighty-five percent (85%) of the lower of: (i) the
VWAP as quoted by Bloomberg L.P. on the date the interest payment is due; or
(ii) if the interest payment is not made when due, the VWAP as quoted by
Bloomberg L.P. on the date the interest payment is made. No
fractional shares will be issued; therefore, in the event that the value of the
Common Stock per share does not equal the total interest due, the Company will
pay the balance in cash.
The
Debenture is secured by a pro rata portion of a majority position in the
Company’s common stock owned by Mr. Shili Liu.
The
Debenture is attached as Exhibit 10.2.
On
January 4, 2010, the President of the Company, Mr. Shili Liu, entered into a
Pledge Agreement with China Angel Assets Management Limited and Greentree
Financial Group, Inc. as Escrow Agent. Pursuant to the Pledge Agreement, Mr.
Shili Liu has agreed to irrevocably pledge to China Angel Assets Management
Limited, Six Million Two Hundred and Eighty Six Thousand Two Hundred and Fifty
(6,286,250) shares of his own common stock and Eight Hundred and Thirty Nine
Thousand Five Hundred and Sixty Two (839,562) shares of his own preferred stock
(equivalent to 14,681,870 shares of common stock) as collateral for Securities
Purchase Agreement and the Debentures. The Pledge Agreement is attached as
Exhibit 10.3.
On
January 4, 2010, the Company and China Angel Assets Management Limited entered
into a Registration Rights Agreement. Pursuant to the Registration Right
Agreement, the Company shall prepare and file, no later than 30 days from
January 4, 2010, a registration statement on Form S-1 under the 1933 Act for the
registration for the resale by China Angel Assets Management Limited at least 5
times the number of shares which are anticipated to be issued upon conversion of
the units. The Registration Rights Agreement is attached as Exhibit
10.4.
On
January 4, 2010, the Company and China Angel Assets Management Limited entered
into an Investor Rights Agreement. Pursuant to the Investor Rights Agreement,
the Investor shall have the right to purchase an additional Unit consisting of
one Debenture in the amount of $100,000 and 80,000 shares of the Company’s
Common Stock for a period of two (2) years from January 4, 2010. The
complete Investor Rights Agreement is attached as Exhibit 10.5.
Item 3.02 Unregistered
Sales of Equity Securities.
Pursuant
to the Securities Purchase Agreement, on January 4, 2010, the Company’s Board of
Directors issued eight million (8,000,000) shares of the Company’s Common Stock
to the Investor in consideration of the $1,000,000 of Units
purchased. The shares were issued with restrictive legend, pursuant
to the Securities Act of 1933, as amended, and applicable state
law. Specifically, we relied on section 4(2) of the Securities Act of
1933. We issued these shares based on the following
facts: (1) the issuance was an isolated private transaction which did
not involve a public offering; (2) there was only one offeree, (3) the offeree
has agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
Item 9.01 Financial
Statements and Exhibits
Exhibit
10.1 – Securities Purchase Agreement, dated as of January 4, 2010, by and among
Man Shing Agricultural
Holdings, Inc. and China Angel Assets Management Limited
Exhibit
10.2 – Senior Secured Convertible Redeemable Debenture, dated as of January 4,
2010, by and among Man Shing
Agricultural Holdings, Inc. and China Angel Assets Management
Limited
Exhibit
10.3 – Pledge Agreement between Man Shing Agricultural Holdings, Inc. and China
Angel Assets Management
Limited and Greentree Financial Group, Inc.
Exhibit
10.4 – Registration Right Agreement dated as of January 4, 2010, by and among
Man Shing Agricultural Holdings,
Inc. and China Angel Assets Management Limited
Exhibit
10.5 – Investor Right Agreement dated as of January 4, 2010, by and among Man
Shing Agricultural Holdings,
Inc. and China Angel Asset Management Limited
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
January 6,
2010 MAN
SHING AGRICULTURAL HOLDINGS, INC.
By: /s/ Eddie
Cheung
Eddie Cheung
Chief Executive Officer
Exhibit
Index