U.S. Securities and Exchange Commission
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 [X]       QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the Quarterly Period Ended September 30, 2009
 
 
 [ 
       ]       TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 
 For
the Transition Period From ____to _____
 
 000-53146
 (Commission
File Number)
 
 MAN SHING AGRICULTURAL
HOLDINGS, INC.
 (Exact
name of small business issuer as specified in its charter)
 
 Nevada
              88-0450667(State
      or other jurisdiction of
              (IRS
      Employer Identification No.)incorporation
      or organization)
 
 Unit
1005, 10/F, Tower B
 Hunghom
Commercial Centre
 37
Ma Tau Wai Road, Hunghom
 Kowloon, Hong
Kong
 (Address
of principal executive offices)
 
 (86)
536-4644888
 (Issuer's
telephone number, including area code)
 
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
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 Website, if any, every Interactive Date File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 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 [ ] No [ ]
 
 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
              Non-accelerated
      filer
              
      (Do not check if a smaller reporting company)Accelerated
      filer
              Smaller
      reporting company
              þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [  ] No [X]
 
 Number of
shares of preferred stock outstanding as of November 10,
2009:        3,600,000
 Number of
shares of common stock outstanding as of November 10,
2009:       34,001,963
 
 CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
 The
discussion contained in this 10-Q under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-Q. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
 
 
     TABLE
      OF CONTENTSPART
      I. FINANCIAL INFORMATIONITEM
      1. CONSOLIDATED FINANCIAL STATEMENTS
              3ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
              9ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
              11ITEM
      4. CONTROLS AND PROCEDURES
                
                ITEM
      4T. CONTROLS AND PROCEDURES
              11
                
                11PART
      II. OTHER INFORMATIONITEM
      1. LEGAL PROCEEDINGS
              12ITEM
      1A. RISK FACTORS
              12ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
              12ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
              12ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              12ITEM
      5. OTHER INFORMATION
              12ITEM
      6. EXHIBITS
              12SIGNATURES
              13INDEX
      TO EXHIBITS
              14
 
 Table of Contents
 
 
 ITEM
1.CONSOLIDATED FINANCIAL STATEMENTS
 
 
 INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTSPageUnaudited
      Condensed Consolidated Balance Sheets as of September 30, 2009 and June
      30, 2009
              4Unaudited
      Condensed Consolidated Statements of Operations - For the Three Months
      Ended September 30, 2009 and 2008
              5Unaudited
      Condensed Consolidated Statements of Cash Flows - For the Three Months
      Ended September 30, 2009 and 2008
              6Notes
      to Unaudited Condensed Consolidated Financial Statements
              7
 
 3
 Table of Contents
  MAN
      SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIESUnaudited
      Consolidated Balance SheetsAs
      of September 30, 2009 and June 30, 2009ASSETS9/30/2009
                
                
                6/30/2009CURRENT
      ASSETS
                
                
                
                
                (audited)Cash
      and cash equivalents
                
                $
                81,697
                
                
                $
                86,408Accounts
      receivable,trade
                
                
                1,095,732
                
                
                
                2,479,117Inventory
                
                
                600,931
                
                
                
                730,066Prepayment
                
                
                4,224,116
                
                
                
                1,437,450Other
      receivable
                
                
                746
                
                
                
                -TOTAL
      CURRNET ASSETS
                
                
                6,003,222
                
                
                
                4,733,041FIXED
      ASSETSProperty,
      plant, and equipment
                
                
                632,196
                
                
                
                631,362Accumulated
      depreciation
                
                
                (105,853
                )
                
                
                (89,706
                )NET
      FIXED ASSETS
                
                
                526,343
                
                
                
                541,656TOTAL
      ASSETS
                
                $
                6,529,565
                
                
                $
                5,274,697LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESShort-term
      borrowings
                
                $
                292,869
                
                
                $
                73,186Accounts
      payable
                
                
                146,820
                
                
                
                346,482Other
      payables and accrued liabilities
                
                
                621,001
                
                
                
                460,048Due
      to shareholders'
                
                
                100,309
                
                
                
                100,304Received
      in advance
                
                
                27,892
                
                
                
                128,355Tax
      payable
                
                
                70,438
                
                
                
                57,272TOTAL
      CURRENT LIABILITIES
                
                
                1,259,329
                
                
                
                1,165,647TOTAL
      LIABILITIES
                
                
                1,259,329
                
                
                
                1,165,647STOCKHOLDERS'
      EQUITYPreferred
      stock, $.001 par, 25,000,000 shares authorized,
                
                
                3,600
                
                
                
                3,7003,600,000
      shares issued and outstanding at September 30, 2009Common
      stock, $.001 par, 175,000,000 shares authorized,
                
                
                34,002
                
                
                
                33,00234,001,963
      shares issued and outstanding at September 30, 2009Additional
      paid-in capital
                
                
                (37,601
                )
                
                
                (36,700
                )Accumulated
      other comprehensive income(loss)
                
                
                135,392
                
                
                
                133,433Statutory
      reserves
                
                
                249,362
                
                
                
                249,362Accumulated
      earnings (deficit)
                
                
                4,885,481
                
                
                
                3,726,253TOTAL
      STOCKHOLDERS' EQUITY
                
                
                5,270,236
                
                
                
                4,109,050TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                6,529,565
                
                
                $
                5,274,697The
      accompanying notes are an integral part of these financial
      statements.
  4
 Table of Contents
   MAN
      SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIESUnaudited
      Consolidated Statements of OperationsFor
      the Three Months ended September 30, 2009 and 2008For
      the Three Months Ended9/30/2009
                
                
                9/30/2008RevenuesSales
                
                $
                4,621,526
                
                
                $
                1,293,299Cost
      of sales
                
                
                3,329,582
                
                
                
                1,037,505Gross
      profits
                
                
                1,291,944
                
                
                
                255,793Operating
      expensesSelling
      and marketing
                
                
                80,123
                
                
                
                65,127General
      and administrative
                
                
                49,899
                
                
                
                11,535Total
      operating expenses
                
                
                130,022
                
                
                
                76,662Income
      (loss) from operations
                
                
                1,161,922
                
                
                
                179,131Other
      income (expenses)Finance
      income (costs)
                
                
                (6,232
                )
                
                
                (7,550
                )Non-operating
      income (expense)
                
                
                2,190
                
                
                
                -Total
      other income (loss)
                
                
                (4,042
                )
                
                
                (7,550
                )Income
      before income taxes
                
                
                1,157,880
                
                
                
                171,582Income
      taxes
                
                
                -
                
                
                
                -Net
      income
                
                
                1,157,880
                
                
                
                171,582Other
      comprehensive income (loss)Foreign
      currency translation gain (loss)
                
                
                1,959
                
                
                
                7,969Comprehensive
      income (loss)
                
                $
                1,159,839
                
                
                $
                179,550Earnings
      (loss) per shareBasic
                
                $
                0.06
                
                
                $
                0.01Diluted
                
                $
                0.02
                
                
                
                **Weighted
      average number of shares outstandingBasic
                
                
                19,951,326
                
                
                
                19,951,326Diluted
                
                
                56,806,882
                
                
                
                56,806,882**
      Less than $.01The
      accompanying notes are an integral part of these financial
      statements.
  5
 Table of Contents
 MAN
      SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIESUnaudited
      Consolidated Statements of Cash FlowsFor
      the Three Months ended September 30, 2009 and 2008For
      the Three Months Ended9/30/2009
                
                
                9/30/2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                
                $
                1,157,880
                
                
                
                171,582Adjustments
      to reconcile net income (loss) tonet
      cash (used in) operating activities:Depreciation
                
                
                16,148
                
                
                
                4,526Accounts
      receivable ,trade
                
                
                1,384,032
                
                
                
                (375,826
                )Prepayment
                
                
                (2,785,239
                )
                
                
                (99,737
                )Inventory
                
                
                129,407
                
                
                
                96,532Other
      receivable
                
                
                (746
                )
                
                
                120,305Accounts
      payable
                
                
                (65,339
                )
                
                
                (202
                )Tax
      payable
                
                
                14,487
                
                
                
                (319
                )Other
      payable
                
                
                25,530
                
                
                
                21,473Received
      in advance
                
                
                (100,488
                )
                
                
                12,612NET
      CASH (USED IN) OPERATING ACTIVITIES
                
                
                (224,328
                )
                
                
                (49,054
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property, plant, and equipment
                
                
                (834
                )
                
                
                -NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                
                
                (834
                )
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Due
      to shareholders
                
                
                825
                
                
                
                -Proceeds
      from loan
                
                
                219,587
                
                
                
                -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                220,412
                
                
                
                -FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
                
                
                39
                
                
                
                609NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (4,711
                )
                
                
                (48,445
                )CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                
                
                86,408
                
                
                
                136,219End
      of period
                
                $
                81,697
                
                
                $
                87,774Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
                
                $
                1,697
                
                
                $
                6,277Income
      taxes
                
                $
                -
                
                
                $
                -The
      accompanying notes are an integral part of these financial
      statements.
    6
 Table of Contents
  MAN
SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (STATED
IN US DOLLARS)
  
 1.
                BASIS
      OF PRESENTATION
 
 The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with both generally accepted accounting principles for
interim financial information, and the instructions to Form 10-Q and Article 8
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals) that are, in the opinion of management, considered necessary for a
fair presentation of the results for the interim periods presented. Interim
results are not necessarily indicative of results for a full year.
 
 The
condensed consolidated financial statements and related disclosures have been
prepared with the presumption that users of the interim financial information
have read or have access to the Company’s annual audited consolidated financial
statements for the preceding fiscal year. Accordingly, these condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and the related notes for the year ended June
30, 2009 thereto contained in the Current Report on Form 8-K filed on August 21,
2009, and its amendments.
 
 2.
                ORGANIZATION
      BACKGROUND
 
 Man Shing
Agricultural Holdings, Inc. (the “Company”) was incorporated on February 8, 2000
under the laws of the State of Nevada.  From the beginning of 2003
until December 31, 2007 the Company had no operations and no assets and was
considered as a dormant company.  Subsequent to December 31, 2007, the
Company began operating in the real estate industry and engaged in the business
of buying, selling, renting, and improving real estate.
 
 On June
25, 2009, the Company’s board of directors authorized and approved a reverse
stock split (the “Reverse Split”) of the Company’s common stock on the basis of
one share for one hundred shares currently issued and outstanding. Accordingly,
the number of issued and outstanding shares decreased from 20,196,200 shares to
201,962 shares. The Reverse Split was effective on September 2, 2009. The
Company has retroactively adjusted all the share information to reflect the
reverse stock split in the unaudited condensed consolidated financial
statements.
 
 On August
13, 2009, the Company changed its name to Man Shing Agricultural Holdings, Inc.
in anticipation of a share exchange and to more accurately reflect the Company’s
business after a stock exchange transaction with HCP and Xinsheng.
 
 As of
August 20, 2009, the Company entered into a Plan of Exchange (the “Agreement”)
between and among the Company, Hero Capital Profits Limited, a company organized
and existing under the laws of the British Virgin Islands (including its
successors and assigns “HCP”), Weifang Xinsheng Food Co., Ltd., a company
organized and existing under the laws of the People’s Republic of China
(“Xinsheng”), the shareholders of Xinsheng (the “Xinsheng Shareholders”) and the
Company’s Majority Shareholder. Pursuant to the terms of the Agreement, the
Company acquired one hundred percent (100%) of the issued and outstanding share
capital of HCP from the HCP Shareholders in exchange for a new issuance
32,800,000 shares of common stock of the Company and the simultaneous transfer
of 3,535,000 shares of the Company’s Preferred Stock to the HCP shareholders,
held in the name of the Northeast Nominee Trust (Duane Bennett, Former President
of the Company as trustee), which gave the HCP shareholders an interest in the
Company representing 99.38% of the issued and outstanding shares. Upon
completion of the exchange, HCP and Xinsheng became the Company’s wholly-owned
subsidiaries. All of these conditions to closing have been met, and the Company,
HCP, Xinsheng, the Xinsheng Shareholders and the Company’s Majority Shareholders
declared the exchange transaction consummated on August 20, 2009.
 
 The
Exchange and the Transfer have been respectively accounted for as reverse
acquisition and recapitalization of the Company and HCP / Xinsheng whereby HCP /
Xinsheng is deemed to be the accounting acquirer (legal acquiree) and the
Company to be the accounting acquiree (legal acquirer) under the Exchange. The
unaudited condensed consolidated financial statements are in substance those of
Xinsheng, with the assets and liabilities, and revenues and expenses, of the
Company and HCP being included effective from the respective consummation dates
of the Exchange and the Transfer.
 
 The
Company and its subsidiaries are hereinafter referred to as (the
"Company").
 
 3.
                DESCRIPTION
      OF BUSINESS
 
 The
Company’s primary business operations are engaged in the production and
processing of fresh vegetables, including ginger, onion, garlic and leek. The
Company strives to provide high quality products to the Company’s customers. The
Company has 110,000 square meters of factor space and utilize 3.335 million
square meters of farm land, which is one of the largest ginger farm lands in the
region. The Company complies with the ISO9002 and the HACCP food safety
standards. All of the Company’s farm land has been certified by the Organic Crop
Improvement Association and has met the Japan Agricultural Standards for
production of organic foods. The Company’s processing factory has also met the
requirement of the British Retail Consortium Global Food Standard and the TESCO,
a UK supermarket, food safety standards. Under the Company’s close monitoring
and supervision program, the Company believes the Company can ensure that all
products produced are in compliance with food safety standards from around the
world.
 
 According
to a statistical survey published by the United Nation Food and Agriculture
Organization in June 2008, China produced around 285,000 tons of ginger in 2007
of which around 150,000 tons were exported.
 
 For the
three months ended September 30, 2009, the Company has produced 6,410 tons of
ginger, which equals around 2% of total China production and 4% of total China
export (based on the 2007 numbers).
 
 4.
                RECENTLY
      ISSUED ACCOUNTING STANDARDS
 
 The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.
 
 FASB Accounting
Standards Codification
 
 (Accounting Standards Update (“ASU”)
2009-01)
 
 In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the
Company’s financial statements as all future references to authoritative
accounting literature will be referenced in accordance with the Codification.
There have been no changes to the content of the Company’s financial statements
or disclosures as a result of implementing the Codification during the quarter
ended September 30, 2009.
 
 As a
result of the Company’s implementation of the Codification during the quarter
ended September 30, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
 
 Subsequent
Events
 
 (Included in Accounting Standards
Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165
“Subsequent Events”)
 
 SFAS
No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or available to be issued (“subsequent events”). An entity
is required to disclose the date through which subsequent events have been
evaluated and the basis for that date. For public entities, this is the date the
financial statements are issued. SFAS No. 165 does not apply to subsequent
events or transactions that are within the scope of other GAAP and did not
result in significant changes in the subsequent events reported by the Company.
SFAS No. 165 became effective for interim or annual periods ending after
June 15, 2009 and did not impact the Company’s financial statements. The
Company evaluated for subsequent events through the issuance date of the
Company’s financial statements. No recognized or non-recognized subsequent
events were noted.
 
 Determination of
the Useful Life of Intangible Assets
 
 (Included in ASC 350 “Intangibles —
Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the
Useful Lives of Intangible Assets”)
 
 FSP SFAS
No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the
Company’s financial statements.
 
 
 7
 Table of Contents
 
 
 MAN
SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (STATED
IN US DOLLARS)
 
 Noncontrolling
Interests
 
 (Included in ASC 810
“Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB
No. 51”)
 
 SFAS
No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. Any excess or shortfall for
buyouts of noncontrolling interests in mature restaurants is recognized as an
adjustment to additional paid-in capital in stockholders’ equity. Any shortfall
resulting from the early buyout of noncontrolling interests will continue to be
recognized as a benefit in partner investment expense up to the initial amount
recognized at the time of buy-in. Additionally, operating losses can be
allocated to noncontrolling interests even when such allocation results in a
deficit balance (i.e. book value can go negative).
 
 The
Company presents noncontrolling interests (previously shown as minority
interest) as a component of equity on its consolidated balance sheets. Minority
interest expense is no longer separately reported as a reduction to net income
on the consolidated income statement, but is instead shown below net income
under the heading “net income attributable to noncontrolling interests.” The
adoption of SFAS No. 160 did not have any other material impact on the
Company’s financial statements.
 
 Consolidation of
Variable Interest Entities — Amended
 
 (To be included in ASC 810
“Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No.
46(R)”)
 
 SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying
special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is
necessary to reassess who should consolidate a variable-interest entity. SFAS
No. 167 is effective for the first annual reporting period beginning after
November 15, 2009, with earlier adoption prohibited. The Company will adopt
SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on
the Company’s financial statements.
 
 5.
                Accounts
      receivable, net
 
 The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, management has determined that
the allowances for doubtful accounts of $12,463 and $12,457 are required as of
September 30, 2009, and June 30, 2009, respectively.
 
 September 30, 2009
                
                
                June 30, 2009Accounts
      receivable, gross
                
                $
                1,108,195
                
                
                $
                2,491,574Less:
      allowance for doubtful accounts
                
                
                (12,463
                )
                
                
                (12,457
                )Accounts
      receivable, net
                
                $
                1,095,732
                
                
                $
                2,479,117
 
 
 6.
                Inventories
 September 30, 2009
                
                
                June 30, 2009Inventories
                
                $
                600,931
                
                
                $
                730,066
 
 For the
three months ended September 30, 2009 and the year ended June 30, 2009, no
provision for obsolete inventories was recorded by the Company.
  7.
                Prepayments
 
 The
balances of $4,224,116 and $1,437,450 as of September 30, 2009 and June 30,
2009, respectively, represent prepaid rent, supplies and other items used in
growing and packaging of the ginger.
 
 8.
                Amount
      due to shareholder
 
 The
amount is interest-free, unsecured and repayable when the Company is in a
position to do so.
 
 9.
                Stockholders’
      equity
 
 On August
20, 2009, the Company executed the Plan of Exchange (the “POE”) among the
shareholders of the Company, HCP, the shareholders of HCP and Xinsheng, pursuant
to which the Company issued 32,800,000 new shares of common stock of the Company
to HCP shareholders and simultaneously transferred 3,535,000 shares of the
Company’s Preferred Stock to the HCP shareholders, held in the name of the
Northeast Nominee Trust, in exchange for 100% of the capital stock of HCP and
Xinsheng. Concurrently, the Company effectuated a 1 for 100 reverse split of its
common stock. All common stock and per share data for all periods presented in
these financial statements have been restated to give effect to the reverse
stock split.
 
 On
September 17, 2009, 100,000 shares of Preferred stock were converted into
1,000,000 shares of common stock, based on a rate of 10 shares for one, per the
request of the preferred stockholder.
 
 Immediately
following completion of the share exchange transaction and the preferred stock
conversion, the Company had a total of 34,001,963 shares of its common stock
issued and outstanding.
  10.
                Concentration
      and risk
 
 The
Company's operations are carried out in the People’s Republic of China (“PRC”).
Accordingly, the Company's business, financial condition and results of
operations may be influenced by the political, economic and legal environment in
the PRC, and by the general state of the PRC's economy. The Company's operations
in the PRC are subject to specific considerations and significant risks not
typically associated with companies in North America and Western Europe. The
Company's results may be affected by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency conversion
and remittance abroad, and rates and methods of taxation, among other
things.
 
 (a)
                Major
      customers
 
 For the
three months ended September 30, 2009 and the year ended June 30, 2009, 100% of
the Company’s assets were located in the PRC.
 
 The
Company had 4 customers that individually comprised 54% and 72% of net revenue
for the three months ended September 30, 2009 and the year ended June 30, 2009,
respectively.
  For the three months
ended September 30, 2009
  Customers
                
                
                Revenues
                
                
                
                
                
                
                Accounts
                  ReceivableCustomer
      A
                
                
                $
                1,177,031
                
                
                
                25
                %
                
                
                $
                242,252Customer
      B
                
                
                
                609,670
                
                
                
                13
                %
                
                
                
                78,966Customer
      C
                
                
                
                399,665
                
                
                
                9
                %
                
                
                
                825Customer
      D
                
                
                
                324,439
                
                
                
                7
                %
                
                
                
                60,350Total:
                
                $
                2,510,805
                
                
                
                54
                %
                Total:
                
                $
                382,393
 
 
 For the
year ended June 30, 2009
 Customers
                
                
                Revenues
                
                
                
                
                
                
                Accounts
                  ReceivableCustomer
      A
                
                
                $
                3,116,065
                
                
                
                27
                %
                
                
                $
                824,005Customer
      B
                
                
                
                2,360,222
                
                
                
                21
                %
                
                
                
                715,051Customer
      C
                
                
                
                1,562,463
                
                
                
                14
                %
                
                
                
                147,036Customer
      D
                
                
                
                1,198,702
                
                
                
                10
                %
                
                
                
                239,336Total:
                
                $
                8,237,452
                
                
                
                72
                %
                Total:
                
                $
                1,925,429
 
 (b)   Credit
risk
 
 Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers' financial
condition, but does not require collateral to support such
receivables.
 
 
 11.    Short-term
borrowing (Line of Credit)
 
 On March
31, 2009, the company entered a loan agreement with Chinese Commercial Bank for
$73,186 (500,000 RMB) (Maximum Line of Credit $292,869 (2,000,000 RMB). The loan
has monthly interest rate of 6.885% and matures in six months. As of September
30, 2009, the outstanding amount of this loan is $292,869 (2,000,000
RMB).
 8
 Table of Contents
 
 ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
 FORWARD
LOOKING STATEMENTS
 
 Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, our expansion and acquisition strategy, our
ability to raise additional capital to finance our activities; the
effectiveness, profitability, and the marketability of our products; the future
trading of the common stock of MSAH; the ability of MSAH to operate as a public
company; our ability to protect our proprietary information; general economic
and business conditions; the volatility of our operating results and financial
condition; our ability to attract or retain qualified senior management
personnel and research and development staff; and other risks detailed from time
to time in its filings with the SEC, or otherwise.
 
 DESCRIPTION
OF BUSINESS
 
 General
 
 As used
herein the terms "We", the "Company", "MSAH", the "Registrant," or the "Issuer"
refers to Man Shing Agricultural Holdings, Inc., its subsidiaries and
predecessors, unless indicated otherwise. We were incorporated on February 8,
2000 under the laws of the State of Nevada.  From the beginning of
2003 until December 31, 2007 we had no operations and no assets.  We
were a dormant company with no revenues.  Subsequent to December 31,
2007, we began operating in the real estate industry and we were engaged in the
business of buying, selling, renting, and improving real estate.
 
 As of
August 20, 2009, we entered into a Plan of Exchange (the “Agreement”) between
and among us, Hero Capital Profits Limited, a company organized and existing
under the laws of the British Virgin Islands (including its successors and
assigns “HCP”), Weifang Xinsheng Food Co., Ltd., a company organized and
existing under the laws of the People’s Republic of China (“Xinsheng”), the
shareholders of Xinsheng (the “Xinsheng Shareholders”) and our Majority
Shareholder. Pursuant to the terms of the Agreement, we acquired one hundred
percent (100%) of the issued and outstanding share capital of HCP from the HCP
Shareholders in exchange for a new issuance 32,800,000 shares of common stock of
MSAH and the simultaneous transfer of 3,535,000 shares of MSAH Preferred Stock
to the HCP shareholders, held in the name of the Northeast Nominee Trust (Duane
Bennett, President of MSAH as trustee), which gave the HCP shareholders an
interest in MSAH representing 99.38% of the issued and outstanding shares. Upon
completion of the exchange, HCP and Xinsheng became our wholly-owned
subsidiaries. All of the conditions to closing have been met, and we, HCP,
Xinsheng, the Xinsheng Shareholders and our Majority Shareholders declared the
exchange transaction consummated on August 20, 2009. The transaction was treated
for accounting purposes as a capital transaction and recapitalization by the
accounting acquirer and as a re-organization by the accounting
acquiree.
 
 On August
13, 2009, we changed our name to Man Shing Agricultural Holdings, Inc. in
anticipation of a possible share exchange and to more accurately reflect our
business after a stock exchange transaction with HCP and Xinsheng. Since the
reverse merger was consummated, we have continued operations of Xinsheng, a
company which is principally engaged in the production and processing of fresh
vegetables, including ginger, onion, garlic and leek. We strive to provide high
quality products to our customers. We have 110,000 square meters of factor space
and utilize 3.335 million square meters of farm land, which makes us one of the
largest ginger farm lands in the region. We comply with ISO9002 and the HACCP
food safety standards. All of our farm land has been certified by the Organic
Crop Improvement Association and has met the Japan Agricultural Standards for
production of organic foods. Our processing factory has also met the
requirements of the British Retail Consortium Global Food Standards and TESCO, a
UK supermarket, food safety standards. Under our close monitoring and
supervision program, we believe we can ensure that all products produced are in
compliance with food safety standards from around the world.
  According
to a statistical survey published by the United Nation Food and Agriculture
Organization in June 2008, China produced around 285,000 tons of ginger in 2007
of which around 150,000 tons were exported.
 
 For the
three months ended September 30, 2009, we have produced 6,410 tons of ginger,
which equals around 2% of total China production and 4% of total China exports
(based on the 2007 numbers above).
  Our
Products
 
 Fresh
Vegetables
 Ginger                           Burdock
 Onion                            Leeks
 Peeled
Garlic
 
 Frozen
Vegetables
 Peeled
Ginger             
Diced Garlic
 Diced
Ginger              
Garlic Puree
 Ginger
Puree Cubes    Garlic Puree Cubes
 Ginger
Puree                Diced
Onion
 Ginger
Slice                 Peeled
Garlic
 
 Our
customers
 
 After
years of building up our reputation, we have earned trust from customers around
the world. Our customers include one of the world’s largest chain supermarkets
in Europe and a substantial ingredient producer in Japan. Our customers are
based all over the world including the UK and North America.
 
 The
following table depicts our top five customers and their percentage of current
sales for the first quarter ended September 30, 2009.
 
 Top 5
customers for the first quarter ended September 30, 2009
 (Total
sales revenue for the three months ended September 30, 2009:
US$4,621,526)
 
 Customer
              Revenues
              %1.Customer
      A
              US$1,177,031
              25%2.Customer
      B
              US$609,670
              13%3.Customer
      C
              US$399,665
              9%4.Customer
      D
              US$324,439
              7%5.Customer
      E
              US$249,991
              5%Total
              US$2,760,796
              59%
 
 Geographic
Segmentation of our Customer base:
 
 Market
              
              %
      of revenue contributionJapan
              
              
              46
              %UK
              
              
              33
              %Netherlands
              
              
              11
              %US
              
              
              10
              %Total
              
              
              100
              %
 
 Competitive
Advantages
 
 Our major
competitive advantage is that we have over 3.335 million square meters of
farmland with annual turnover of over USD11 million (RMB75 million). During the
fiscal year ended June 30, 2009, we export 26,000 tons of ginger, around 17% of
China’s total export share. For the three months ended September 30, 2009, we
have produced 6,410 tons of ginger, which equals around 2% of total China
production and 4% of total China export (based on the 2007 numbers). Other
competitive advantages include:
 
 ·
              Small
      local producers are unable to meet the strict export requirements but we
      can meet those requirements;·
              Overseas
      customers are willing to pay a high premium to obtain a safety assurance
      from us;
 
 ·
              Relatively
      low labor cost in China as compared to other developing
      countries;·
              Our
      plant is situated in Weifang, a major farming region based in Shandong
      province, China;
 
 ·
              Local
      governments have made inspections stricter and have recently rejected
      sub-standard exporters but we comply with the highest safety
      standards;·
              Local
      governments have tightened the export license renewal procedures on local
      producers;
 
 ·
              The
      current market and stricter government regulation will allow responsible
      producers, like us to develop at a faster rate; and·
              The
      demand for China’s frozen vegetables remains strong, thus our products
      demand remains strong
 
 Our social
responsibility
 
 As an
agent of social and economic development, we realize the importance of
sustaining village development. We hire and train the local workforce hoping to
help raise the overall level of community prosperity.
 
 9
 Table of Contents
 
 RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008
 
 
 
 For
      the three months ended September 30,2009
              
              
              2008Sales:
              
              $
              4,621,526
              
              
              $
              1,293,299Cost
      of Goods Sold:
              
              $
              3,329,582
              
              
              $
              1,037,505Operating
      Expenses:
              
              $
              130,022
              
              
              $
              76,662Income
      from Operations:
              
              $
              1,161,922
              
              
              $
              179,131Other
      Income:
              
              $
              (4,042
              )
              
              $
              (7,550
              )Income
      Taxes:
              
              $
              0
              
              
              $
              0Net
      Income:
              
              $
              1,157,880
              
              
              $
              171,582Other
      Comprehensive Income:
              
              $
              1,959
              
              
              $
              7,969Total
      Comprehensive Income:
              
              $
              1,159,839
              
              
              $
              179,550
 
  Revenues
 
 We had
net revenues of $4,621,526 and $1,293,299 for the three months periods ended
September 30, 2009 and 2008, respectively. The sales revenues were due primarily
to the sales of our frozen and fresh ginger and other agricultural products. The
increase in revenues was due to our expanding business, our marketing strategy,
our customer loyalty, and the quality of our product and
service.
  We
recognize revenue when persuasive evidence of a sale exists, transfer of title
has occurred, the selling price is fixed or determinable and collectability is
reasonably assured. Sales revenue represents the invoiced value of goods, net of
a value-added tax (“VAT”). All of our products that are sold in the PRC are
subject to a Chinese value-added tax at a rate of 17% 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 us on raw materials and other materials included in the cost of
producing their finished product.
  Our sales
arrangements are not subject to warranty. We did not record any product returns
for the three months ended September 30, 2009 and 2008.
 
 Cost of
Sales
 
 Cost of
sales primarily includes cost of sales to harvest and maintain our ginger and
other agricultural products. During the three months periods ended September 30,
2009, we had cost of sales of $3,329,582, or approximately72% of revenues,
versus cost of sales of $1,037,505, or approximately 80% of revenues for the
three months periods ended September 30, 2008. The cost of sales as a percentage
of revenue decreased due the large increase in sales and the more efficient use
of supplies.
  Gross
profit
  We had
gross profit of $1,291,944 for three months periods ended September 30, 2009,
increased by $1,036,151 or 405%, compared to the gross profit of $255,793
for three months periods ended September 30, 2008. Gross profit margin improved
by 8.2% from 19.8% for three months periods ended September 30, 2008 to 28.0%
for three months periods ended September 30, 2009.
  The
increase in gross profit margin for our ginger and agricultural products during
the periods under review was due primarily to the increase in our selling prices
and the reduce in cost in terms of material costs and overheads, resulting from
better utilization of our plantation and processing facilities due to economies
of scale from higher output volume.
  Expenses
  Operating
expenses for the three months periods ended September 30, 2009 were $130,022,
compared to operating expenses of $76,662 for the three months periods ended
September 30, 2008. The increase in operating expenses was due to the increase
in the sales and marketing expenses by $14,996, plus the increase in general and
administrative expenses by $38,364.
  The
increase in the sales and marketing expenses was due primarily to the increase
of sales and marketing so as to enhance our position in both existing and new
markets.
  The
increase in the general and administrative expenses was mainly due to the
increase in payroll expenses.
  Income/Losses
  We had a
net income of $1,157,880 and $171,582 for the three months periods ended
September 30, 2009 and 2008, respectively. The net income in these periods was
due primarily to sales of our fresh and froze ginger and other agricultural
products. Our net income is a function of revenues, cost of sales and other
expenses as described above. The increase in net income is attributable to our
expanding business, our marketing strategy, our customer loyalty, and the
quality of our product and service.
  Impact of
Inflation.
  We
believe that inflation has had a negligible effect on operations. We believe
that we can offset inflationary increases in the cost of operations by
increasing sales and improving operating efficiencies.
  Liquidity and Capital
Resources
 
 Cash
flows used in operating activities were $224,328 and $49,054 for the three
months ended September 30, 2009 and 2008, respectively. Negative cash flows from
operations for the three months ended September 30, 2009 were due primarily to
the increase in prepayment by $2,785,239, which was in connection with prepaid
rent, supplies and other items used in growing and packaging of the ginger, the
decrease in accounts payable by $65,339 and the decrease in received in advance
by $100,488, partially offset by the net income of $1,157,880. Negative cash
flows from operations for the three months ended September 30, 2008 were due
primarily to the increase in accounts receivable and prepayment by $375,826 and
$99,737, respectively, partially offset by the net income of $171,582 and
decrease in other receivable by 120,305.
 
 Cash
flows used in investing activities were $834 for the three months ended
September 30, 2009 due primarily to the purchase of property and equipment. We
had no cash flows from investing activities during the three months ended
September 30, 2008.
 
 Cash
flows provided by financing activities were $220,412 for the three months ended
September 30, 2009, consisting of due to shareholders of $825 and proceeds from
loan of $219,587. We had no cash flows from financing activities during the
three months ended September 30, 2008.
 
 Demand
for the products and services will be dependent on, among other things, market
acceptance of our products, fresh vegetables market in general, and general
economic conditions, which are cyclical in nature. Inasmuch as a major portion
of our activities is the receipt of revenues from the sales of our products, our
business operations may be adversely affected by our competitors and prolonged
recession periods.
 
 Our
success will be dependent upon implementing our plan of operations and the risks
associated with our business plans. We engaged in the production and processing
of fresh vegetables, including ginger, onion, garlic and leek. We strive to
provide high quality products to our customers. We plan to strengthen our
position in the existing and new markets. We also plan to expand our operations
through aggressively marketing our products and our concept.
 
 10
 Table of Contents
 
 ITEM 3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUTMARKET RISK
 
 The
information to be reported under this item is not required of smaller reporting
companies.
 
 ITEM
4. CONTROLS AND PROCEDURES.
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and its Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
 
 As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
 
 The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of September 30, 2009, our internal controls
over financial reporting are effective and provide a reasonable assurance of
achieving their objective.
 
 The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 4T. CONTROLS AND
PROCEDURES
 
 (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of September 30,
2009, and, based on their evaluation, as of the end of such period, the our
disclosure controls and procedures were effective as of the end of the period
covered by the Quarterly Report,
 
 (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of Consolidated Financial
Statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures
that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
 
 
 •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of Consolidated Financial Statements in accordance with generally
accepted accounting principles and that receipts and expenditures of the issuer
are being made only in accordance with authorizations of management of the
issuer; and
 
 
 •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the Consolidated Financial Statements.
 
 As of the
end of the period covered by the Quarterly Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2009. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.
 
 Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
 
 This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Quarterly
Report.
 
 (c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 11
 Table of Contents
 
 PART II. OTHER
INFORMATION
 
 ITEM
1.      LEGAL PROCEEDINGS
 
 As of the
date of this report, we are not a party to any pending legal proceeding and are
not aware of any threatened legal proceeding.
 
 ITEM
1A. RISK FACTORS
 
 The
information to be reported under this item has not changed since the fiscal year
ended June 30, 2009, which was disclosed in the previously filed amendment to
Current report on Form 8-K/A, dated September 11, 2009.
 
 ITEM
2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
 
 None.
 
 ITEM
3.      DEFAULTS UPON SENIOR SECURITIES
 
 We have
not had any default upon senior securities.
 
 ITEM
4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
5.      OTHER INFORMATION
 
 None.
 
 ITEM
      6.
              EXHIBITS
 
 31.1                       
      Certification
      of Chief Executive Officer31.2                       
      Certification
      of Chief Financial Officer32.1                       
      Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 200232.2                       
      Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002
 
 Reports on Form 8-K filed in
the first quarter of 2009
 
 (1)
              On
      August 21, 2009, we filed a current report in Form 8-K to announce a Plan
      of Exchange entered between and among us, Hero Capital Profits Limited, a
      company organized and existing under the laws of the British Virgin
      Islands (including its successors and assigns “HCP”), Weifang Xinsheng
      Food Co., Ltd., a company organized and existing under the laws of the
      People’s Republic of China (“Xinsheng”), the shareholders of Xinsheng (the
      “Xinsheng Shareholders”) and our Majority
  Shareholder.
 
 (2)
              On
      September 11, 2009, we filed an amendment to current report in Form 8-K/A
      to amend the current report in Form 8-K filed on August 21,
      2009.
 Reports on Form 8-K filed
subsequent to the first quarter of 2009
 
 (1)
              On
      November 3, 2009, we filed a current report in Form 8-K to announce change
      in our certifying accountant.
 
 
 
 12
 Table of Contents
 
 
 
 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, there
unto duly authorized.
 
 
 
 
 MAN
      SHING AGRICULTURAL HOLDINGS, INC.Date:
      November 10, 2009
              By:
              /s/ Eddie CheungEddie
      Cheung
                Chief
      Executive Officer
 
 13
 Table of Contents
 
 
 INDEX
TO EXHIBITS
 
 Exhibit
      No.
              
              Description31.1
              
              Certification of Chief
      Executive Officer31.2
              
              Certification of Chief
      Financial Officer32.1
              
              Statement required by 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
              
              Statement required by 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of
2002