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, 2011
 
MAN SHING AGRICULTURAL HOLDINGS, INC.
 (Exact Name of Registrant as Specified in Charter)
 
Nevada
 
000-53146
 
98-0660577
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
         
         
Unit 1005, 10/F, Tower B
Hunghom Commercial Centre
37 Ma Tau Wai Road, Hunghom
Kowloon, Hong Kong
 (Address of principal executive offices)

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)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

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, 2011, HCP and Precursor Management, Inc. (“Precursor”) entered into an Addendum (the “March 2011 Addendum”) to Series 2009 Secured Note Due March 8, 2011 dated September 9, 2009 (the “Secured Note”). Pursuant to the Secured Note and an Addendum dated September 8, 2010, HCP agreed to pay to Precursor the sum of $450,000 on or prior to March 8, 2011. 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. Liu Shi Li, the Registrant’s President and Chairman.

Pursuant to the March 2011 Addendum, the maturity date of the remaining balance of the Secured Note $318,375 shall be extended to June 8, 2011. 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 March 2011 Addendum to Series 2009 Secured Note Due March 8, 2011 is attached as Exhibit 10.1. The Guaranty to the Series 2009 Secured Note Due March 8, 2011, 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)
Exhibits.

Exhibit 10.1 – Addendum to Series 2009 Secured Note Due March 8, 2011
 
 
 
 

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.
 
       
Date: March 11, 2011   
By:
/s/ Shili Liu  
    Name: Shili Liu  
    Title: Chief Executive Officer, President and Chairman  
 
 
 
 

Exhibit Index
 
Exhibit 10.1 – Addendum to Series 2009 Secured Note Due March 8, 2011
 
 
 
 
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