- Annual Report (10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number: 000-53146

MAN SHING AGRICULTURAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0660577
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Linghe Town, Anqiu City
Weifang, Shandong Province
People’s Republic of China 262127		NA
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (86) 536-4644888

Securities registered pursuant to Section 12(b) of the Act: None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 30, 2012 was $2,003,126.

The number of shares outstanding of the registrant’s common stock as of August 31, 2012 was 48,226,958.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions. Uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Form 10-K is filed, and we do not intend to update any of the forward-looking statements after the filing date to conform these statements to actual results, unless required by law.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act. You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.

PART I

ITEM 1. BUSINESS

In this annual report on Form 10-K:

“Man Shing” refers to Man Shing Agricultural Holdings, Inc., a Nevada corporation (formerly known as Montgomery Real Estate Service, Inc. (“Montgomery”)).

“Hero” refers to Hero Capital Profits Limited, a British Virgin Islands company that is wholly owned by Man Shing.

“We,” “us” and “our” or the “Company” refer to the combined business of Man Shing, Hero Capital and their direct Chinese operating subsidiaries, unless the context indicates otherwise.

“Xinsheng” refers to Weifang Xinsheng Food Co., Ltd., a wholly owned subsidiary of Hero and an indirect wholly owned subsidiary of Man Shing.

“the Company” collectively refer to Man Shing, Hero and Xinsheng.

“RMB” refers to Renminbi, the legal currency of China.

“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States.

“China” and “PRC” refer to the People’s Republic Of China.

Company History and Background

Man Shing was incorporated on February 8, 2000 under the laws of the State of Nevada. From the beginning of 2003 until December 31, 2007, Man Shing had no operations and no assets and was a dormant company with no revenues. Subsequent to December 31, 2007, Man Shing began operating in the real estate industry and engaging in the business of buying, selling, renting, and improving real estate. During 2008 and before the reverse merger in 2009, Man Shing engaged in buying and selling real estate and managing new rental property. Since the reverse merger was consummated on August 20, 2009, we have continued the operations of Xinsheng, a company which is principally engaged in the production and processing of fresh vegetables such as ginger, onion and garlic and discontinued our real estate business. As of June 30, 2012, we have leased 7.7 million square meters of farmland, which is one of the largest ginger farm lands in the region in which we operate. We strive to provide high quality products to our customers. Under our close monitoring and supervision program, we believe we can ensure that all food products we produce are in compliance with food safety standards from around the world.

The Business Combination

On August 20, 2009, we entered into a Plan of Exchange (the “Plan of Exchange”) with Hero, pursuant to which we acquired 100% of the issued and outstanding share capital of Hero in exchange for the issuance of 32,800,000 shares of common stock of Man Shing, par value $0.001 (“Common Stock”) and the transfer of 3,535,000 shares of preferred stock of Man Shing (“Preferred Stock”) by Northeast Nominee Trust (Duane Bennett, trustee) to the former shareholders of Hero. Xinsheng, a company organized and existing under the laws of the PRC, is a wholly owned subsidiary of Hero, and, as a result of the transactions contemplated by the Plan of Exchange, a wholly owned indirect subsidiary of the Company.

Hero was incorporated in the British Virgin Islands under the BVI Business Companies Act on March 26, 2002. Xinsheng was established in 1998. It is a wholly owned foreign enterprise located in Linghe Town, Anqiu City, Shandong Province, PRC.

On August 28, 2009, Man Shing entered into an Agreement (the “Torres Agreement”) with Pablo Torres (“Torres”). Pursuant to the terms of the Torres Agreement, Torres acquired 100% of Man Shing’s total assets of $304,210 prior to the consummation of the transactions contemplated by the Plan of Exchange in exchange for assumption of liabilities of $258,745.

On September 2, 2009, we changed our name to Man Shing Agricultural Holdings, Inc. to more accurately reflect our business after the consummation of the transactions contemplated by the Plan of Exchange.

Subsequent to the consummation of the transactions contemplated by the Plan of Exchange, we were no longer engaged in the business of buying and selling real estate.

Organizational Structure

The following chart reflects our organizational structure as of June 30, 2012:

Business Overview

Our operations are conducted through our wholly owned subsidiary, Xinsheng, a company incorporated under the laws of the PRC. Xinsheng is principally engaged in the production and processing of fresh ginger, as well as other vegetables, such as onion and garlic. Xinsheng leases 7.7 million square meters of farm land in Anqiu within the Shandong Province in China for the planting and growing of high quality ginger. Our ultimate customers are primarily based in Japan and several countries within Europe. We produce high quality ginger according to the strict food safety standards of those countries. We have been certified by the British Retail Consortium Global Food Standard for Food Safety. Regarding food safety management system, we have met the requirements under Hazard Analysis and Critical Control Point Principles (“HACCP”). We maintain a monitoring and supervision program that we believe results in our products being in compliance with food safety standards from the countries into which we sell them.

Production Process and Quality Control Procedures:

Currently, we lease 7.7 million square meters of land in Anqui, Shandong Province where we plant and harvest high quality ginger in addition to other vegetables, including onion and garlic. The planting of ginger takes place in April, the fourth quarter of our fiscal year, and harvesting takes place in October, the second quarter of our fiscal year.

Prior to March 31, 2011, we leased 5.3 million square meters of farmland. On March 31, 2011, we leased an additional 2.4 million square meters, or 3,620 mu, of farmland, increasing total farmland by approximately 45% to 7.7 million square meters. The newly leased farmland is located in close proximity to the 5.3 million square meters of land previously leased in Anqiu, Shandong Province. Planting on the new 2.4 million square meters and existing 5.3 million square meters of farmland began in April 2011.

Our quality control procedures include the following:

Soil is tested for chemical residue that may have a harmful effect on our products.

Our fertilizing and debugging methods are environmentally friendly, and we do not use chemical pesticides.

Raw ginger is randomly selected to test for any chemical residue.

Raw ginger is randomly selected to check for inappropriately sized or rotten ginger.

Half-finished ginger products are randomly selected to ensure that its size and weight will meet customer requirements.

Finished product is randomly selected to test for quality and quantity.

Electronic weights are utilized to weigh the finished products. In order to ensure the weights are working properly and accurately the weights are tested frequently.

Finished product is randomly tested to ensure that its weight will meet customer requirements.

Our Products

Fresh Vegetables

Ginger

Frozen Vegetables

Peeled Ginger	Diced Garlic

Diced Ginger	Garlic Puree

Ginger Puree Cubes	Garlic Puree Cubes

Ginger Puree	Diced Onion

Strawberry	Peeled Garlic

We produced 11 products in the year ended June 30, 2012. Ginger accounted for approximately 85% of our sales in the year ended June 30, 2012.

After years of building our reputation, we believe that we have earned the trust of our customers. Our customers include suppliers to one of the world’s largest supermarket chains in Europe and a major ingredient producer in Japan. Our major customers are located in Japan and within Europe, including the United Kingdom and the Netherlands.

The following table lists our top five customers and their percentage of current sales for the year ended June 30, 2012.

Top 5 Customers for the Year ended June 30, 2012

(Total sales revenue for the year ended June 30, 2012: US$33,395,103)

Customer	Revenues		%
1. Customer A	$	4,752,452		14	%
2. Customer B	$	4,209,019		13	%
3. Customer C	$	4,160,126		12	%
4. Customer D	$	3,714,535		11	%
5. Customer E	$	3,321,487		10	%
Total:	$	20,157,619		60	%

The following table sets forth our sales by geographic segmentation:

Market	% of revenue contribution
PRC (note a)		66	%
Japan		22	%
UK		7	%
Netherlands		3	%
Others		2	%
Total		100	%

Note a: The following table sets forth our PRC customers by designation of delivery:

Market	% of revenue contribution
UK		44	%
Japan		33	%
Netherlands		21	%
Others		2	%
Total		100	%

Growth Strategy

We aim to be one of the largest exporters of fresh and frozen vegetables in China and our goal is to capture more of China’s export market share in high quality fresh and frozen vegetables over the next few years. Our short-term strategy is to increase production capacity to satisfy our customers’ demand. Our long-term strategy is to make efficient use of China’s resources of low-cost labor and operating costs to increase our market share.

We intend to grow by:

	·	Increasing market share by leasing additional farmland. Prior to March 31, 2011, Man Shing leased 5.3 million square meters of farmland. On March 31, 2011, the Company leased an additional 2.4 million square meters of farmland increasing total farmland by approximately 45% to 7.7 million square meters. Planting on all 7.7 million square meters of farmland began in April 2011.

Maintaining our reputation and increasing customer satisfaction by meeting applicable food safety standards.

	·	Increasing production capacity to satisfy increasing customer demand.

Working with our customers to meet end user demand for new products and forms of our ginger and frozen vegetables. For the year ended June 30, 2012, Man Shing produced 11 products.

Continuing to maximize operating efficiencies through the utilization of our existing infrastructure and low labor and operating costs.

Competition

Man Shing is located in Anqiu City, Shandong Province. Anqiu is a large ginger producing region in China, and is an ideal location to grow sandy soil plants such as ginger. Within the Shandong Province region competitors consist of smaller local processing enterprises as compared to Man Shing.

We operate in a highly fragmented industry and our primary competitive advantage is that we lease over 7.7 million square meters of farm land in Anqiu Weifang. The long term leases provide stable farm land for planting.

We believe our ability to maintain a competitive advantage depends on many factors including the following:

There is growing demand for ginger in the agricultural industry. Ginger is used in cooking as both an ingredient and main course;

We are able to meet strict export requirements that smaller local producers are often unable to meet;

Man Shing leases 7.7 million square meters of farmland. We believe that we have significantly more farmland than most of our competitors in the region. Man Shing’s size supports the Company’s expensive safety standards;

Man Shing has spent a significant amount of capital on safety and operational infrastructure. This investment is highly leveragable as we continue to lease more land and increase the amount of tonnage harvested;

Man Shing has relationships not only with the local government but also with its customers. Through these relationships Man Shing has been able to increase the amount of farmland leased year over year and maintain its customer base. Our customers are willing to pay a premium for our high quality products since we comply with the most stringent international safety and quality standards that many of our smaller competitors are currently unable to meet; and

Local governments have tightened the export license renewal procedures and have toughened inspection, as a result of which certain exporters have terminated operations.

We believe that Man Shing is uniquely positioned as a leading exporter and one of the largest producers of ginger in the Shandong Province. We depend on our ability to continue to increase our land capacity which we have successfully done over the past several years. We must also maintain long term relationships with customers and attract new customers in order to continue increasing revenue and profitability.

Intellectual Property

As of June 30, 2012, we have no patents, copyrights, or registered trademarks.

Regulations

There are no specific laws or regulations governing our industry. The Company is not subject to income tax due to an exemption to the PRC Enterprise Income Tax law, which became effective on January 1, 2008, for rural agricultural businesses. The Company must file for the exemption annually.

Employees

The following table sets forth the number and department of Xinsheng’s employees as of June 30, 2012:

Department	Number of Full-Time Employees Within Department	Number of Part-Time or Seasonal Workers Within Department

Finance	5
Administration	5
Sales	5
Production	55	400
Farmland	6
Total	76	400

As of June 30, 2012, neither Man Shing nor Hero had any employees other than executive officers.

Distribution Methods

The Company is a leading producer of high quality fresh vegetable products. The Company sells and distributes its products directly to all of its customers.

Raw Materials

The Company purchases seeds for ginger and other vegetable from individual farmers, seeds suppliers and fertilizer from suppliers. The Company is not dependent on any single supplier of seeds or fertilizer and relies on one-off purchases rather than long-term contracts with its suppliers.

Seasonality

Ginger is a vegetable that has relatively stable demand and consumed throughout the year. Additionally, after harvesting the products are stored up in thermostatic warehouse for sale throughout the year. Accordingly, we do not experience significant seasonality in our revenues.

Research and Development

The Company has not had research and development costs during the last two fiscal years.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 2. PROPERTIES

Under the current laws of the PRC, land is owned by the state, and parcels of land in rural areas, known as collective land, are owned by rural collective economic organizations.

On December 30, 2008, and December 31, 2009, the Company entered into lease agreements with the local government. Pursuant to these agreements, total area of 3.335 million square meters (5,000 mu) and 2 million square meters (3,000 mu) of land are leased from January 1, 2009 to December 31, 2023 and January 1, 2010 to December 31, 2025, with total annual lease payments of $474,316 (RMB3,000,000) and $284,590 (RMB 1,800,000), respectively.

On July 1, 2009, the Company entered into a lease agreement with a third party. Pursuant to the agreement, the Company leased the office building and plant located in Linghe Town from July 1, 2009 to June 30, 2014. The first year’s rent was waived and the annual lease payment of $142,295 (RMB900,000) began in the second year.

On March 31, 2011, the Company entered into a land lease agreement with the local government pursuant to which the Company agreed to lease approximately 2.4 million square meters (3,620 mu) of farmland located near Shidui Town Yuge Village . The term of the lease is six years, from January 1, 2011 through December 31, 2016 with an annual rent of approximately $549,447 (RMB3,475,200).

On October 2 and 3, 2011, the Company entered into several lease agreements with a local village for inventory (ginger) storage located in Huiqu Town . Pursuant to these agreements, the annual lease payment will be calculated based on the weight of inventory storage (RMB180 per ton).

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock has been quoted on the OTC Bulletin Board under the symbol “MSAH” since August 13, 2009. The closing price of our Common Stock on June 30, 2012 was $0.09 per share.

The table below sets forth, for the calendar quarters indicated, the high and low bid prices for the Common Stock. The OTC Bulletin Board quotations reflect inter-dealer prices, without retail markup, mark-down or commission, and may not represent actual transactions.

	Common Stock
	High		Low

Quarterly Highs and Lows
Fiscal Year 2010-2011
First Quarter (July-September)	$	0.51	$	0.09
Second Quarter (October-December)	$	0.76	$	0.25
Third Quarter (January-March)	$	0.65	$	0.26
Fourth Quarter (April-June)	$	0.5	$	0.35
Fiscal Year 2011-2012
First Quarter (July-September)	$	0.35	$	0.20
Second Quarter (October-December)	$	0.25	$	0.14
Third Quarter (January-March)	$	0.20	$	0.14
Fourth Quarter (April-June)	$	0.21	$	0.08

As of June 30, 2012, there were 48,226,958 shares of Common Stock outstanding held by approximately 175 holders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

The Company does not anticipate paying cash dividends in the foreseeable future. The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by the board of directors of the Company (the “Board”). The Company anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth aggregate information regarding the Company’s equity compensation plans in effect as of June 30, 2012:

Equity Compensation Plan Information

Number of

Securities to be

issued upon

exercise of

outstanding

options, warrants

and rights

Weighted-average

exercise price of

outstanding

options, warrants

and rights

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans (excluding

securities

reflected column

(a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

N/A

Equity compensation plans not approved by security holders

N/A

1,990,000

(1)

Total

N/A

1,990,000

(1) On November 4, 2008, the Board approved the 2008 Non-Qualified Stock Compensation Plan, which authorized the issuance of up to 2,000,000 shares of Common Stock to certain employees, officers, directors and consultants of the Company. No options, warrants or rights are outstanding under this plan.

Recent Sales of Unregistered Securities

The Company did not sell any unregistered securities in the year ended June 30, 2012 that were not otherwise reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Repurchases

There were no repurchases made by or on behalf of the Company during the year ended June 30, 2012.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operation of the Company for the fiscal years ended June 30, 2012 and 2011 should be read in conjunction with the financial statements and the notes to the financial statements that are included elsewhere in this annual report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the sections titled “Cautionary Notice Regarding Forward-Looking Statements” and “Business” in this annual report. We may use terms such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

We are principally engaged in the production and processing of fresh ginger, as well as other vegetables, such as onion and garlic. Xinsheng leases 7.7 million square meters of farm land in Anqiu within the Shandong Province in China for the planting and growing of high quality ginger. Our customers are primarily based in Japan and several countries within Europe. We produce high quality ginger according to the strict food safety standards of those countries. We have been certified by the British Retail Consortium Global Food Standard for Food Safety and also have met the requirements of Operational HACCP Specification. We maintain a monitoring and supervision program that we believe results in our products being in compliance with food safety standards of the countries in which we sell.

Year Ended June 30, 2012 Compared to Year Ended June 30, 2011:

	June 30, 2012			June 30, 2011
Sales	$	33,395,103		$	32,253,922
Cost of Sales	$	18,527,142		$	18,652,553
Operating Expenses	$	3,515,879		$	4,480,526
Income from Operations	$	11,352,082		$	9,120,843
Other Income (expenses)	$	(151,650	)	$	(93,802	)
Income Taxes	$	-		$	-
Net Income	$	11,200,432		$	9,027,041
Other Comprehensive Income	$	632,886		$	991,412
Total Comprehensive Income	$	11,833,318		$	10,018,453

Revenues (for the years ended June 30, 2012 and 2011)

Net revenues were $33,395,103 and $32,253,922 for the years ended June 30, 2012 and 2011, respectively. The revenues were due primarily to the sale of our frozen and fresh ginger and other agricultural products. The sales volume slightly decreased for the year ended June 30, 2012 as compared to the year ended June 30, 2011, while the RMB (currency invoicing to the PRC customers) appreciated against the USD and there was a slight increase in selling prices, resulting in an increase in revenue by 3.5%. We did not record any product returns for the years ended June 30, 2012 and 2011.

Cost of Sales (for the years ended June 30, 2012 and 2011)

Cost of sales primarily includes costs to plant, harvest and store ginger and other agricultural products such as ginger seeds and fertilizers. During the year ended June 30, 2012, we had cost of sales of $18,527,142, or approximately 55% of revenues, versus cost of sales of $18,652,553, or approximately 58%, of revenues for the year ended June 30, 2011. The cost of sales as a percentage of revenue decreased due primarily to a decrease in planting and production costs, such as raw material costs.

Gross profit (for the years ended June 30, 2012 and 2011)

We had gross profit of $14,867,961 for the year ended June 30, 2012, which increased by $1,266,592, or 9.3% when compared to the gross profit of $13,601,369 for the year ended June 30, 2011.

Gross profit margin increased by 3% from 42% for the year ended June 30, 2011 to 45% for the year ended June 30, 2012.

The increase in gross profit margin for our ginger and agricultural products during the year under review was due primarily to a decrease in planting and production costs, such as raw material costs.

Expenses (for the years ended June 30, 2012 and 2011)

Operating expenses for the year ended June 30, 2012 were $3,515,879 compared to operating expenses of $4,480,526 for the year ended June 30, 2011. The decrease in operating expenses was due to a decrease in the selling and marketing expenses of $710,904 and a decrease in general and administrative expenses of $253,743.

Selling and marketing expenses were 7% of revenues for the year ended June 30, 2012 and 9% of revenues for the year ended June 30, 2011. The decrease in the selling and marketing expenses was due primarily to a decrease in distribution costs.

General and administrative expenses were 4% of revenues for the year ended June 30, 2012 and 5% of revenues for the year ended June 30, 2011. General and administrative expenses remained at a relatively low level as a percentage of revenue. General and administrative expenses consisted of mainly professional fees and office rental expenses.

Income Taxes (for the years ended June 30, 2012 and 2011)

We had no income tax expense for the years ended June 30, 2012 and 2011, respectively, since the Company is exempt from the Enterprise Income Tax as approved by PRC tax bureau.

Income (for the years ended June 30, 2012 and 2011)

We had net income of $11,200,432 and $9,027,041 for the years ended June 30, 2012 and 2011, respectively. Net income margin improved by 6%, from 28% for the year ended June 30, 2011 to 34% for the year ended June 30, 2012. The net income in these periods was due primarily to sales of our fresh and frozen ginger and other agricultural products. Our net income is a function of revenues, cost of sales and other expenses as described above and our expenses remained at a stable level as a percentage of revenue.

Impact of Inflation

We believe that inflation has had a negligible effect on operations. We believe that we can offset inflationary increases in our cost of operations by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources

As of June 30, 2012 and 2011, cash and cash equivalents totaled $14,114,741 and $7,081,297, respectively.

Working capital for the years ended June 30, 2012 and 2011 amounted to $33,785,437 and $23,612,157, respectively. The increase in working capital was mainly due to increase in cash balances. Net cash provided by operating activities for the years ended June 30, 2012 and 2011 amounted to $6,983,639 and $1,974,838, respectively. Cash flows from operations for the year ended June 30, 2012 were due primarily to the increase in net income generated from operating activities to $11,200,432, partially offset by increase in accounts receivable by $2,015,125, increase in deferred inventory costs of $473,815 which was in connection with prepaid rent, supplies and other items used in the growing and packaging of ginger, increase in inventory by $1,864,814 and decrease in other payables and accrued liabilities by $299,056.

Cash flows used in investing activities were $235,066 and $695,878 for the years ended June 30, 2012 and 2011, respectively. Net cash used in investing activities for the year ended June 30, 2012 was primarily attributable to the increase in fixed assets and purchase of equipment.

Net cash used in and provided by financing activities for the years ended June 30, 2012 and 2011 amounted to $85,641 and $5,190,070, respectively. Net cash used in financing for the year ended June 30, 2012 was primarily due to repayment of short-term borrowings. Net cash provided by financing activities for the year ended June 30, 2011 was primarily due to proceeds from issue of common stock and proceeds from short-term borrowings.

As of June 30, 2012, we had a capital commitment of $8,690 (RMB55,420) in respect of transformation of freezing machine and processing machine, which will be funded by our cash and cash equivalents.

Overall, we have funded all of our cash needs and no significant amount of our trade payables remained unpaid within the stated trade term. As of June 30, 2012, we are not subject to any unsatisfied judgments, liens, or settlement obligations. We believe that the current operating activities would be able to generate adequate cash flows supporting the daily operations for the next twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CRITICAL ACCOUNTING POLICIES

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of trade receivables, other receivables, inventories, warranty reserve, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from these estimates.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collectability of the account, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Allowance for doubtful accounts

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages to aged receivables categories. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.

Based on the above assessment, during the reporting periods, the management establishes the general provision allowance equivalent to 0.5% of the gross amount of trade receivables due less than 1 year, 5% of the gross amount of trade receivables due from 1 to 2 years, and 10% of the gross amount of trade receivables due from 2 to 3 years. The management completely writes off the gross amount of trade receivables due over 3 years. An additional specific provision is made against trade receivables to the extent to which they are considered to be doubtful.

Bad debts are written off when identified. The Company does not accrue interest on trade receivables.

Historically, losses from uncollectible accounts have not significantly deviated from the general allowance estimated by the management and no significant additional bad debts have been written off directly to the profit and loss. This general provisioning policy has not changed since establishment and the management considers that the aforementioned general provisioning policy is adequate and not too excessive and does not expect to change this established policy in the near future.

Deferred inventory cost

In accordance with Accounting Standards Codification (“ASC”) 905 “Agriculture” costs of growing crops shall be accumulated until the time of harvest. Growing crops shall be reported at the lower of cost or market.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a first in first out basis, which approximates weighted average and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. In case of manufacturing inventories, cost includes an appropriate share of production overheads based on normal operating capacity. In assessing the ultimate realization of inventories, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand.

In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down the inventories for estimated obsolescence or unmarketable inventories equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand and market conditions.

Revenue recognition

Revenue from sales of the Company’s products, including fresh frozen produce and processed produce, is recognized upon customer acceptance, which occurs at the time of delivery to customer, provided persuasive evidence of an arrangement exists, such as signed sales contract, the significant risks and rewards of ownership have been transferred to the buyer at the time when the products are delivered to its customers with no significant post-delivery obligation on our part, the sales price is fixed or determinable and collection is reasonably assured. We do not provide our customers with contractual rights of return and post-delivery discount for any of our products, including fresh produce and processed produce. When any significant post-delivery performance obligation exists, revenue is recognized only after such obligation is fulfilled. We evaluate the terms of sales agreement with our customer for fresh frozen produce and processed produce in order to determine whether any significant post-delivery performance obligations exist. Currently, the sales under fresh produce and processed produce segments do not include any terms which may impose any significant post-delivery performance obligations.

Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 13% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product. Starting from March 2012, the Company’s products were exempted from VAT.

Convertible notes

According to ASC “470-20”, Debt with Conversion and “Other Options”, the Company records the convertible debt and accrued interest as conventional convertible debt at the carrying amounts without bifurcation.

Stock-based compensation

The Company measures compensation expenses for its non-employee stock-based compensation under ASC 718, “Stock Compensation”. The fair value of the stock issued was used to measure the compensation, as this is more reliable than the fair value of the services received. Fair value is measured using the bid price as the value of the Company’s common stock on the measurement date.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and the notes thereto begin on page F-1 of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had any disagreements, transactions or events of the type described in Item 304(b) of Regulation S-K during our two most recent fiscal years or any subsequent interim period.

ITEM 9.A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer (who is also our Chief Executive Officer) and principal financial officer (who is also our Chief Financial Officer), we conducted an evaluation of the effectiveness, as of June 30, 2012, of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are not effective due to the material weakness and significant deficiency in internal controls over financial reporting described below.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The material weakness and significant deficiency identified by our management as of June 30, 2012 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff needs substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting is inadequate.

Remediation Initiative

We previously began to provide U.S. GAAP training sessions to our accounting team and intend to increase the amount of training that each member of our accounting team receives. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. Since March 2011, we have engaged a certified public accounting firm in the United States to act as a consultant to provide advice regarding U.S. GAAP and internal controls over financial reporting.

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our principal executive officer and principal financial officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of the end of the period covered by this report, our internal controls over financial reporting were not effective for the reasons discussed above.

Attestation Report of the Registered Public Accounting Firm

As a smaller reporting company, we are not required to provide an attestation report of our registered public accounting firm.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15 or 15d-15 under the 1934 Act) during the fourth quarter of the year ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

There was no information that was required to be disclosed in a Current Report on Form 8-K during the quarter ended June 30, 2012 that was not so reported.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

A list of the officers and directors of the Company appears below.

Name	Age	Title

Liu Shi Li	44	Chief Executive Officer, President and Chairman

Kenny Chow	43	Chief Financial Officer and Director

Peter Cho	36	Independent Director

Xuguang Qiao	47	Independent Director

Kun Xu	47	Independent Director

Below is the five year employment history of each director and officer listed above.

Mr. Liu Shi Li has served as President and Chairman of the Company since August 31, 2009, and has served as Chief Executive Officer since December 20, 2010. Mr. Liu has over 18 years of experience in the agricultural industry. Mr. Liu began his career in 1992 with Rulin Enterprises located in Shandong Province as deputy general manager. Mr. Liu went on to become Chairman of Weifang Xinsheng Food Co., Ltd in 1998. Mr. Liu was appointed to serve as a member of Man Shing’s Board of Directors due to his solid experience in the agricultural industry.

Mr. Kenny Chow has served as Chief Financial Officer and as a director of the Company since August 31, 2009. Mr. Chow has over 15 years of experience in finance and accounting, working both for PricewaterhouseCoopers and certain public and non-public companies in Hong Kong. He began his career with PricewaterhouseCoopers Hong Kong, where his responsibilities included taxation and auditing services. Mr. Chow became Chief Financial Officer of Weifang Xinsheng Food Co., Ltd in 2009. Mr. Chow has worked in a business consulting firm and an accounting firm in Hong Kong from March 2006 to May 2007 and from June 2007 to February 2009, respectively. Mr. Chow obtained his Master of Corporate Governance degree from The Hong Kong Polytechnic University. Mr. Chow obtained his Bachelor of Commerce Degree from The Australian National University in Australia. We appointed Mr. Chow to serve as a member of our board of directors due to his extensive experience in finance and accounting.

Mr. Peter Cho Chun Wai has served as a director of the Company since August 31, 2009. Mr. Cho has been working in the accounting and finance field for various companies for more than ten years. Mr. Cho is currently working for a Hong Kong listed company as Financial Controller and has begun working there in August 2012. Mr. Cho has worked for a Hong Kong listed company, as Controller, Finance Department from April 2008 to July 2012. From October 2004 through April 2008, Mr. Cho was an Accounting Manager for a listed company in Hong Kong. Mr. Cho was an Independent Non-Executive Director of another Hong Kong listed company from November 19, 2008 to August 15, 2010. Mr. Cho obtained his Master Degree of Corporate Finance and Bachelor’s Degree in Accounting from The Hong Kong Polytechnic University. He is a qualified accountant and a fellow member of the Hong Kong Institute of Certified Public Accountants (HKICPA). He was also a part-time tutor at Hong Kong Open University from October 1, 2007 to January 31, 2010 and is a workshop facilitator and marker of the “Qualification Programme” which is held by HKICPA. We appointed Mr. Cho to serve as a member of board of directors due to his academic background and prior experience as an independent director of a listed company in Hong Kong.

Mr. Xuguang Qiao has served as a director of the Company since December 20, 2010. Mr. Qiao is currently the Vice-President of the College of Food Science & Project Engineering, and is also currently a Professor and Tutor of Doctorate Students, at Shandong Agricultural University, and has served various roles for Shandong Agricultural University since 1988. Mr. Qiao is also currently a council member of the Chinese Institute of Food Science and Technology (CIFST), an executive member of the Council of Fruit and Vegetable Processing of CIFST, and Vice-president of Institute of Food Science and Technology of Shandong Province. Mr. Qiao received a PhD in Processing and Storage of Agriculture Products and a Master degree majoring in Agriculture from the China University of Agriculture. Mr. Qiao received a Bachelor degree majoring in Agriculture from Shandong Agricultural University. We appointed Mr. Qiao to serve as a member of our board of directors due to his academic background and extensive experience in the agricultural industry.

Mr. Kun Xu has served as a director of the Company since December 20, 2010. Mr. Xu is currently a Tutor of Doctorate Students at the College of Horticulture Science and Engineering of Shandong Agricultural University and has served various roles for Shandong Agricultural University since 1982. Mr. Xu also currently serves as the Vice-President of the Leek, Ginger and Garlic of Society for Horticultural Science, the Secretary General of Ginger Industrial Technology Innovation and Strategic Alliances of Shandong, the Vice Chairman of Chinese Peasants’ and Workers’ Democratic Party of Taian, and as a Standing Member of the Taian Committee of Chinese People’s Political Consultative Conference. Mr. Xu received a Master and Bachelor degree majoring in Agriculture from Shandong Agricultural University. We appointed Mr. Xu to serve as a member of our board of directors due to his academic background and extensive experience in the agricultural industry.

The term of office of each director expires at our annual meeting of stockholders or upon their removal or resignation when their successors are duly elected and qualified. Our officers serve at the discretion of the Board.

Family Relationships

There are no family relationships among any of the Company’s officers or directors.

Involvement in Certain Legal Proceedings

None of the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any director or officer of the Company:

	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	a.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	b.	Engaging in any type of business practice; or
	c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	a.	Any Federal or State securities or commodities law or regulation; or
	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with during the fiscal year ended June 30, 2012, except that Kenny Chow did not file a timely Form 4 on one occasion.

Code of Ethics

On August 31, 2009, the Company adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The Company hereby undertakes to provide to any person without charge, upon request, a copy of such Code of Ethics. Requests should be made in writing to Man Shing Agricultural Holdings, Inc., Attention: Shili Liu; Linghe Town, Anqiu City, Weifang, Shandong Province, People’s Republic of China 262127.

Corporate Governance

Audit Committee . The Company does not have a separately-designated audit committee or a committee performing similar functions, and the Board of Directors acts as the audit committee.

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.

ITEM 11.

EXECUTIVE COMPENSATION

Executive Compensation

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s Chief Executive Officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the fiscal years ended June 30, 2012 and 2011.

SUMMARY COMPENSATION TABLE

											Non- Equity
											Incentive		Nonqualified
	Fiscal Year						Stock		Option		Plan Compen-		Deferred Compensation		All Other
	Ended		Salary		Bonus		Awards		Awards		sation		Earnings		Compensation		Total
Name and Principal Position	June 30		($)		($)		($)		($)		($)		($)		($)		($)
Shili Liu ⁽¹⁾		2012		57,026		-		-		-		-		-		-		57,026
CEO, President and
Chairman		2011		55,000		-		-		-		-		-		-		55,000

Kenny Chow		2012		164,405		-		-		-		-		-		-		164,405
CFO and Director		2011		160,000		-		-		-		-		-		-		160,000

No unexercised options were held by the Company’s executive officers as of the year ended June 30, 2012.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards held by any if our executive officers as of June 30, 2012.

Option Grants in Last Fiscal Year

There were no options granted to any of the Company’s named executive officers during the year ended June 30, 2012.

During the year ended June 30, 2012, none of the Company’s named executive officers exercised any stock options.

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans.

Employment Agreements

The Company has not entered into any employment agreements with any of its officers, directors, or employees.

Equity Compensation Plan Information

On November 4, 2008, the Board approved the 2008 Non-Qualified Stock Compensation Plan, which authorized the issuance of up to 2,000,000 shares of Common Stock to certain employees, officers, directors and consultants of the Company. On November 4, 2008, the Company issued 5,000 shares of Common Stock to Duane Bennett, our former president and director pursuant to the plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring its directors and officers against liability.

Director Compensation

The Board may authorize and establish reasonable compensation of the directors for services to the Company, including, but not limited to, for attendance at any annual or special meeting of the Board.

The following table sets forth compensation paid to the Company’s directors during the fiscal year ended June 30, 2012.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Peter Cho		15,171		-		-		-		-		-		15,171
Xuguang Qiao		5,689		-		-		-		-		-		5,689
Kun Xu		5,689		-		-		-		-		-		5,689
				-		-		-		-		-

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following tables sets forth as of June 30, 2012 the number of shares of our Common Stock and Preferred Stock, respectively, beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of the Common Stock or Preferred Stock; (ii) each director; (iii) each officer; and (iv) all directors and executive officers as a group. As of June 30, 2012, 48,226,958 shares of Common Stock and 0 shares of Preferred Stock were issued and outstanding.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

All share ownership figures relating to the Common Stock include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stock within sixty (60) days of June 30, 2012 which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each person below is c/o Man Shing Agricultural Holdings, Inc., Linghe Town, Anqiu City, Weifang, Shandong Province; People’s Republic of China 262127.

Security Ownership of Certain Beneficial Owners

Name and Address of Beneficial Owner	Common Stock Beneficially Owned		Percent of Class			Preferred Stock Beneficially Owned		Percent of Class
Shili Liu		25,145,000		52	%		-		-
Kenny Chow		825,000		2	%		-		-
Peter Cho		-		-			-		-
Xuguang Qiao		-		-			-		-
Kun Xu		-		-			-		-
All officers and directors as a group (5 individuals)		25,970,000		54	%		-		-

Securities Authorized for Issuance Under Equity Compensation Plans

For information regarding the Company’s equity compensation plans in effect as of June 30, 2012, refer to the table under Item 5 above.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions.

On May 9, 2011, Xinsheng entered a loan agreement with Agricultural Development Bank of China in the PRC for a facility of approximately $1,542,615 (RMB10,000,000). The loan has an annual interest rate of 6.31% and matures on May 8, 2012 (twelve months following the date the loan was entered into). The loan is guaranteed by an unrelated third party and Mr. Shili Liu, the Company’s CEO, President and Chairman. The Company fully repaid the loan on May 8, 2012. As of June 30, 2012 and 2011, the outstanding amount of this loan was $0 and $1,545,213 (RMB10,000,000), respectively.

On June 12, 2012, Xinsheng entered a loan agreement with Agricultural Development Bank of China in the PRC for a facility of approximately $1,581,052 (RMB10,000,000). The loan has an annual interest rate of 6.31% and matures on June 11, 2013 (twelve months following the date the loan was entered into). The loan is guaranteed by an unrelated third party and Mr. Shili Liu, the Company’s CEO, President and Chairman. As of June 30, 2012, the outstanding amount of this loan was $1,581,052 (RMB10,000,000).

Director Independence.

On August 21, 2009, the Board appointed Peter Cho to serve as independent director effective August 31, 2009. On December 20, the Board appointed Xuguang Qiao and Kun Xu to serve as independent directors, effective immediately. The Board determined that each of Messrs. Cho, Qiao and Xu were independent as defined by Rule 5605(a)(2) of the Marketplace Rules of The NASDAQ Stock Market, LLC and Section 10A(3) of the Securities Exchange Act of 1934, as amended.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

On June 30, 2011, the Board appointed Moore Stephens, Hong Kong (“Moore Stephens”) as its new principal independent auditor. Prior to such appointment, BDO Limited served as our independent auditor from October 29, 2010 until June 30, 2011.

The following table represents the approximate aggregate fees for services rendered by Moore Stephens and BDO Limited for years ended June 30, 2012, and June 30, 2011:

	Year Ended June 30, 2012		Year Ended June 30, 2011

Audit Fees	$	140,000	$	171,560

Audit-Related Fees	$	-	$	-

Tax Fees	$	-	$	-

All Other Fees	$	-	$	-

Total Fees	$	140,000	$	171,560

Moore Stephens’s audit fees for the year ended June 30, 2012 were $140,000 and consist of audit of the Company for the year ended June 30, 2012 and fees for the review of three interim financial statements.

Moore Stephens’s audit fees for the year ended June 30, 2011 were $100,000 and consist of audit of the Company for the year ended June 30, 2011.

BDO’s audit fees for the year ended June 30, 2011 were $71,560 and consist of fees for the review of three interim financial statements.

Audit-Related Fees

There were no audit-related services provided during the period.

Tax Fees

There were no tax related services provided during the period.

All Other Fees

There were no other services provided during the period.

Pre-Approval of Services

The Company does not rely on pre-approval policies and procedures and does not have a separately designated audit committee.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following are filed with this report:

(1) The financial statements listed on the Financial Statements’ Table of Contents

(2) Not applicable

(3) The exhibits referred to below, which include the following managerial contracts or compensatory plans or arrangements:

(b)

Exhibits

The following exhibits are filed as part of, or are incorporated by reference in, this Form 10-K:

Exhibit No.		Description
3.1		Articles of Incorporation of Man Shing Agricultural Holdings, Inc., as amended(1)
3.2		Bylaws of Man Shing Agricultural Holdings, Inc.(1)
4.1		Form of Common Stock Certificate(1)
4.2		Form of Preferred Stock Certificate(1)
4.3		Secured Convertible Redeemable Debenture issued by the Company to China Angel Assets Management Limited (4)
4.4		Secured Convertible Redeemable Debenture issued by the Company to Guang Dong ZhiBo Investment Co., Ltd.(5)
4.5		Addendum to Series 2009 Secured Note due September 8, 2010, dated as of September 8, 2010(9)
4.6		Addendum to Series 2009 Secured Note due March 8, 2011, dated as of March 8, 2011(11)
10.1		Plan of Exchange between the Company and Hero Capital Profits Limited(2)
10.2		Factory Building Lease Agreement(2)
10.3		Farmland Undertaking Agreement(2)
10.4		Chinese Entrustment Agreement for Nominee Interest in HCP(3)
10.5		Written Guaranty by the Company to Precursor Management, Inc.(3)
10.6		Agreement between Man Shing Agricultural Holdings, Inc. and Pablo Torres(3)
10.7		Securities Purchase Agreement between the Company and China Angel Assets Management Limited(4)
10.8		Pledge Agreement by and among Shili Liu, China Angel Assets Management Limited, and Greentree Financial Group, Inc.(4)
10.9		Registration Rights Agreement by and among the Company and China Angel Assets Management Limited(4)
10.10		Amendment to Registration Rights Agreement by and among the Company and China Angel Assets Management Limited(6)
10.11		Investor Rights Agreement by and among the Company and China Angel Assets Management Limited(4)
10.12		Securities Purchase Agreement between the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.13		Pledge Agreement by and among Shili Liu, Guang Dong ZhiBo Investment Co., Ltd., and Greentree Financial Group, Inc.(5)
10.14		Registration Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.15		Amendment to Registration Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(7)
10.16		Investor Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.17		2008 Non-Qualified Stock Compensation Plan(8)
10.18		Addendum between and among the Company and the investors named therein dated September 13, 2010(10)

10.19		Securities Purchase Agreement between and among the Company and the investors named therein dated as of September 13, 2010(10)
10.20		Form of Amendment No. 1 to Securities Purchase Agreement, dated as of November 14, 2010, by and among the Company and the investors named therein(13)
10.21		Cancellation Agreement, dated as of November 14, 2010, by and between the Company and Shili Liu(13)
10.22		Form of Addendum to Registration Rights Agreement, Secured Convertible Redeemable Debenture, Investor Rights Agreement and Pledge Agreement dated September 13, 2010(14)
10.22		Translation of Land Lease Agreement, dated March 31, 2011, between The People’s Government of Shidui Town and Weifang Xinsheng Food Company Limited(15)
21.1		List of Subsidiaries(12)
23.1		Consent of Moore Stephens, Hong Kong
31.1		Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

(1) Incorporated by reference to the Form 10 filed by the Company on March 27, 2008.

(2) Incorporated by reference to the Current Report on Form 8-K filed by the Company on August 21, 2009.

(3) Incorporated by reference to the Current Report on Form 8-K filed by the Company on September 11, 2009.

(4) Incorporated by reference to the Current Report on Form 8-K filed by the Company on January 12, 2010.

(5) Incorporated by reference to the Current Report on Form 8-K filed by the Company on January 20, 2010.

(6) Incorporated by reference to the Current Report on Form 8-K filed by the Company on February 11, 2010.

(7) Incorporated by reference to the Current Report on Form 8-K filed by the Company on May 5, 2010.

(8) Incorporated by reference to the Registration Statement on Form S-8 filed by the Company on November 4, 2008.

(9) Incorporated by reference to the Current Report on Form 8-K filed by the Company on September 14, 2010.

(10) Incorporated by reference to the Current Report on Form 8-K filed by the Company on September 13, 2010.

(11) Incorporated by reference to the Current Report on Form 8-K filed by the Company on March 11, 2011.

(12) Incorporated by reference to the Annual Report on Form 10-K filed by the Company on September 28, 2010.

(13) Incorporated by reference to the Current Report on Form 8-K filed by the Company on November 18, 2010.

(14) Incorporated by reference to the Current Report on Form 8-K filed by the Company on September 16, 2010.

(15) Incorporated by reference to the Current Report on Form 8-K filed by the Company on April 5, 2011.

(c)

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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.

Dated: September 4, 2012	By:	/s/Shili Liu
	Name:	Shili Liu
	Title:	Chief Executive Officer, President and Chairman
		(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: September 4, 2012	By:	/s/Shili Liu
	Name:	Shili Liu
	Title:	Chief Executive Officer, President and Chairman (principal executive officer)

Dated: September 4, 2012	By:	/s/Kenny Chow
	Name:	Kenny Chow
	Title:	Chief Financial Officer and Director (principal accounting and financial officer)

Dated: September 4, 2012	By:	/s/Peter Cho
	Name:	Peter Cho
	Title:	Director

Dated: September 4, 2012	By:	/s/Xuguang Qiao
	Name:	Xuguang Qiao
	Title:	Director

Dated: September 4, 2012	By:	/s/Kun Xu
	Name:	Kun Xu
	Title:	Director

EXHIBIT INDEX

Exhibit No.		Description
3.1		Articles of Incorporation of Man Shing Agricultural Holdings, Inc., as amended(1)
3.2		Bylaws of Man Shing Agricultural Holdings, Inc.(1)
4.1		Form of Common Stock Certificate(1)
4.2		Form of Preferred Stock Certificate(1)
4.3		Secured Convertible Redeemable Debenture issued by the Company to China Angel Assets Management Limited (4)
4.4		Secured Convertible Redeemable Debenture issued by the Company to Guang Dong ZhiBo Investment Co., Ltd.(5)
4.5		Addendum to Series 2009 Secured Note due September 8, 2010, dated as of September 8, 2010(9)
4.6		Addendum to Series 2009 Secured Note due March 8, 2011, dated as of March 8, 2011(11)
10.1		Plan of Exchange between the Company and Hero Capital Profits Limited(2)
10.2		Factory Building Lease Agreement(2)
10.3		Farmland Undertaking Agreement(2)
10.4		Chinese Entrustment Agreement for Nominee Interest in HCP(3)
10.5		Written Guaranty by the Company to Precursor Management, Inc.(3)
10.6		Agreement between Man Shing Agricultural Holdings, Inc. and Pablo Torres(3)
10.7		Securities Purchase Agreement between the Company and China Angel Assets Management Limited(4)
10.8		Pledge Agreement by and among Shili Liu, China Angel Assets Management Limited, and Greentree Financial Group, Inc.(4)
10.9		Registration Rights Agreement by and among the Company and China Angel Assets Management Limited(4)
10.10		Amendment to Registration Rights Agreement by and among the Company and China Angel Assets Management Limited(6)
10.11		Investor Rights Agreement by and among the Company and China Angel Assets Management Limited(4)
10.12		Securities Purchase Agreement between the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.13		Pledge Agreement by and among Shili Liu, Guang Dong ZhiBo Investment Co., Ltd., and Greentree Financial Group, Inc.(5)
10.14		Registration Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.15		Amendment to Registration Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(7)
10.16		Investor Rights Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd.(5)
10.17		2008 Non-Qualified Stock Compensation Plan(8)
10.18		Addendum between and among the Company and the investors named therein dated September 13, 2010(10)
10.19		Securities Purchase Agreement between and among the Company and the investors named therein dated as of September 13, 2010(10)
10.20		Form of Amendment No. 1 to Securities Purchase Agreement, dated as of November 14, 2010, by and among the Company and the investors named therein(13)
10.21		Cancellation Agreement, dated as of November 14, 2010, by and between the Company and Shili Liu(13)
10.22		Form of Addendum to Registration Rights Agreement, Secured Convertible Redeemable Debenture, Investor Rights Agreement and Pledge Agreement dated September 13, 2010(14)
10.22		Translation of Land Lease Agreement, dated March 31, 2011, between The People’s Government of Shidui Town and Weifang Xinsheng Food Company Limited(15)
21.1		List of Subsidiaries(12)
23.1		Consent of Moore Stephens, Hong Kong
31.1		Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).