Attached files
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EX-10.1 - EXHIBIT 10.1 - MAN SHING AGRICULTURAL HOLDINGS, INC | ex10_1.htm |
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): March 8, 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
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(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: (852) 2850
6336
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
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
|
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
9.01 Financial Statements and
Exhibits
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SIGNATURES
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Exhibit
10.1 – Addendum to Series 2009 Secured Note Due March 8,
2010
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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”), its subsidiary,
Weifang Xinsheng Food Co., Ltd. (“Xinsheng”), and Hero Capital Profits Limited,
parent company to Xinsheng (“HCP”) have engaged in certain financing activities
that have resulted in the creation of a direct financial obligation of the
Registrant. The direct financial obligation is as follows:
On March
8, 2010, HCP and Precursor Management, Inc. (“Precursor”) entered into an
Addendum (the “Addendum”) to Series 2009 Secured Note Due March 8, 2010 dated
September 9, 2009 (the “Secured Note”). Pursuant to the Secured Note, HCP agreed
to pay to Precursor the sum of $450,000 on or prior to March 8, 2010.
Simultaneous to the execution of the Secured Note, Registrant executed a
guaranty (the “Guaranty”) which guarantees payment of the Secured Note. The
Secured Note is secured by 2,250,000 shares of the Registrant’s common stock,
par value $0.001, pursuant to a Stock Pledge Agreement (the “Stock Pledge
Agreement”) made by Precursor and Mr. Eddie Cheung, the Registrant’s Chief
Executive Officer, representing Mr. Liu Shi Li, the Registrant’s President and
Chairman.
Pursuant
to the Addendum, the maturity date of the Secured Note shall be extended to
September 8, 2010. Also pursuant to the Addendum, HCP and Precursor amended
Section 5. Events of Default of the Secured Note to state that upon the
occurrence of an Event of Default, which the Event of Default is not cured
within ten (10) days after its occurrence and reasonable extension of time
should be granted if the said event of default is likely to be successfully
cured by such grant of extension of time, failing which, the sum of Four Hundred
and Fifty Thousand and 00/100 Dollars ($450,000.00) shall be immediately due and
payable to Precursor, and thereupon default interest shall begin to accrue at
the annual rate of eighteen (18%) percent per annum and Precursor shall be
entitled to all remedies under law and as set forth in Guarantee or Pledge
Agreement. Precursor herby waives any default arising out of any failure by HCP
to make payments of interest, principal or other amounts on or prior to the
originally scheduled Maturity Date of the Note. All terms and conditions set
forth under the Guaranty and the Stock Pledge Agreement shall remain unchanged
and remain in full force and effect.
The
Addendum to Series 2009 Secured Note Due March 8, 2010 is attached as Exhibit
10.1. The Guaranty to the Series 2009 Secured Note Due March 8, 2010, filed with
the SEC on September 11, 2009 as Exhibit 10.5 on the Registrant’s Form 8-K/A, is
hereby incorporated by reference.
Item 9.01 Financial
Statements and Exhibits
(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
10.1 – Addendum to Series 2009 Secured Note Due March 8, 2010
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:
April 16,
2010 MAN SHING AGRICULTURAL
HOLDINGS, INC.
By: /s/ Eddie
Cheung
Eddie
Cheung
Chief Executive Officer
Exhibit
Index