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 18, 2011
MAN SHING
AGRICULTURAL
HOLDINGS, INC.
(Exact Name of Registrant as Specified
in Charter)
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Nevada
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000-53146
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98-0660577
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||
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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
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)
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| o |
Soliciting material pursuant to
Rule 14a-12 under the
Exchange Act (17 DFR 240.14a-12)
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| o |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02
Unregistered Sales of Equity Securities.
On January 18, 2011, the transactions
(the “Transactions”) contemplated by those certain
securities purchase agreements dated as of September 13, 2010 (each a
“Securities
Purchase Agreement” and
together the “Securities
Purchase Agreements”), as
amended on November 14, 2010 (“Amendment
No. 1”), by and among Man
Shing Agricultural Holdings, Inc. (the “Company”) and each of International Investment
(Hong Kong) Trading Group Company Limited, Liu Ling Ling, Yang Shao Bin, Sea
Dragon Investments Limited, and Hong Kong Investment Group Limited (each an
“Investor” and together the
“Investors”) were consummated
and the Investors purchased an aggregate of 10,000,000 shares (the “Securities”) of common stock of the Company, par
value $0.001 (the “Common
Stock”), for consideration
of $0.40 per share of Common Stock (an aggregate of $4,000,000). The
Transactions were previously disclosed in Current Reports on Form 8-K dated
September 16, 2010 and November 18, 2010. The offering and sale of the
Securities was intended to be exempt from registration under the Securities Act
of 1933, as amended (the “Securities
Act”), by virtue of Section 4(2) thereof and the provisions of Regulation
D promulgated thereunder, or not subject to such requirement, by virtue of
Regulation S promulgated under the Securities Act.
As a condition precedent to the
consummation of the Transactions, on December 16, 2010, pursuant to that certain Cancellation
Agreement (the “Cancellation
Agreement”) dated as of
November 14, 2010 by and between the Company and Shili Liu, Chief Executive
Officer, Chairman and President of the Company, 3,358,250 preferred shares of
the Company registered in the name of Shili Liu were
cancelled.
A form of the Securities Purchase
Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K on
September 16, 2010 and is incorporated herein by reference. A form of Amendment
No. 1 and a copy of the Cancellation Agreement were filed as exhibits to the
Company’s Current Report on Form 8-K on November 18, 2010 and are incorporated
herein by reference.
Item 9.01
Financial Statements and Exhibits
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Exhibit
10.1
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Form of Securities Purchase
Agreement dated as of September 13, 2010 by and between the
Company and the Investors(1)
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Exhibit
10.2
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Form of Amendment No. 1 to
Securities Purchase Agreement dated as of November 14, 2010 by and between
the Company and the Investors(2)
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Exhibit
10.3
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Cancellation Agreement dated as
of November 14, 2010
by and between the Company and Shili Liu(2)
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(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2010.
(2) Incorporated by reference to the
Company’s Current Report on Form 8-K filed with the SEC on November 18,
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.
| MAN SHING AGRICULTURAL HOLDINGS, INC. | |||
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Date:
January 24, 2011
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By:
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/s/ Shili Liu | |
| Shili Liu | |||
| Chief Executive Officer, Chairman and President | |||
EXHIBIT INDEX
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Exhibit
10.1
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Form of Securities Purchase
Agreement dated as of September 13, 2010 by and between the
Company and the Investors(1)
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Exhibit
10.2
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Form of Amendment No. 1 to
Securities Purchase Agreement dated as of November 14, 2010 by and between
the Company and the Investors(2)
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Exhibit
10.3
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Cancellation Agreement dated as
of November 14, 2010
by and between the Company and Shili Liu(2)
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(1) Incorporated by reference to the
Company’s Current Report on
Form 8-K filed with the SEC on September 16, 2010.
(2) Incorporated by reference to the
Company’s Current Report on Form 8-K filed with the SEC on November 18,
2010.