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 SECURITIESEXCHANGE ACT OF 1934
 
 For the Quarterly Period Ended June 30, 2009
 
 
 [ ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
 
 For the Transition Period From ____to _____
 
 Commission File Number
 000-1430060
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, 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)
 
 Man Shing Agricultural Holdings, Inc.
 c/o Lessard Property Management, Inc.
 191 Chestnut Street
 Springfield, MA 01103
 (Address of principal executive offices)
 
 (413) 734-3116
 (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 common stock outstanding as of July 29, 2009:      20,196,200
 
 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.
  1
 TABLE OF CONTENTSPART I. FINANCIAL INFORMATIONITEM I
PAGEITEM 1. FINANCIAL STATEMENTS
3ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
10ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14ITEM 4. CONTROLS AND PROCEDURES

ITEM 4T. CONTROL AND PROCEDURES
14

14PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS
15

15ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
15ITEM 3. DEFAULTS UPON SENIOR SECURITIES
15ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
15ITEM 5. OTHER INFORMATION
15ITEM 6. EXHIBITS
15SIGNATURES
16
  
 2
 Table of Contents
  ITEM 1.FINANCIAL STATEMENTS
 
 INDEX TOMAN SHING AGRICULTURAL HOLDINGS, INC. FINANCIAL STATEMENTS
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.                                                                                                                                PAGE
 
 Balance Sheets                                                                                                                                                                                   4
 
 Statements of Operations                                                                                                                                                                  5
 
 Statement of Stockholders’ Equity                                                                                                                                                   6
 
 Statements of Cash Flows                                                                                                                                                                 7
 
 Notes to Financial Statements                                                                                                                                                          8
 
 3
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLIDATED BALANCE SHEETS
 AS OF JUNE 30, 2009 AND DECEMBER 31, 2008
  (Unaudited)


(Audited)Assets:

6/30/2009


12/31/2008Current assetsCash - unrestricted

$
159


$
10Restricted cash - security deposits


3,886



4,586Due from affiliate


29,024



29,024Accounts receivable


2,932



2,932Total current assets


36,001



36,552Fixed assetsProperty and equipment


275,000



275,000Accumulated depreciation


(6,791
)


(1,698
)Total fixed assets


268,209



273,302Total assets

$
304,210


$
309,854Liabilities and Stockholders' EquityCurrent liabilitiesAccounts payable and other current liabilities

$
8,876


$
7,296Security deposits


3,886



4,586Current portion of mortgage payable


3,526



15,000Total current liabilities


16,288



26,882Long-term mortgage payable


242,457



232,746Total liabilities


258,745



259,628Stockholders' EquityCommon stock, (175,000,000 shares authorized, 20,196,200 shares issuedand outstanding at June 30, 2009 , par value $.001 per share)


20,196



10,736Preferred stock, (25,000,000 shares authorized, 3,700,000 shares issuedand outstanding at June 30, 2009, par value $.001 per share)


3,700



3,600Additional paid-in capital


611,643



192,803Retained deficit


(590,074
)


(156,913
)Total stockholders' equity


45,465



50,226Total liabilities and stockholders' equity

$
304,210


$
309,854
 The accompanying notes are an integral part of these financial statements.
 
 4
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 and 2008 (UNAUDITED)
  3 Months Ended


3 Months Ended


6 Months Ended


6 Months Ended6/30/2009


6/30/2008


6/30/2009


6/30/2008Rental income

$
5,625


$
13,758


$
18,009


$
27,407Total revenue


5,625



13,758



18,009



27,407Selling, general and administrative expenses


655



8,917



4,491



13,799Common stock issued for services


-



-



378,400



-Preferred stock issued for services


50,000



-



54,317



-Repairs and maintenance


-



-



-



-Depreciation


2,547



2,613



5,093



5,226Total expenses

$
53,202


$
11,530


$
442,301


$
19,025Net ordinary income


(47,577
)


2,228



(424,292
)


8,382Interest expense


(4,012
)


(3,361
)


(8,869
)


(6,722
)Total other income (expense)


(4,012
)


(3,361
)


(8,869
)


(6,722
)Net income (loss)

$
(51,589
)

$
(1,133
)

$
(433,161
)

$
1,660Net income (loss) per share, basic and fully diluted

$
*


$
*


$
(0.03
)

$
*Weighted Average Common Shares Outstanding


20,196,200



30,356,200



15,466,000



30,356,200* = Less than $.01 per share.
 The accompanying notes are an integral part of these financial statements.
 
 5
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)
  
 Common





PreferredStock





Stock





Additional(Par Value


Common


(Par Value


Preferred


Paid in


Retained$
.001
)

Shares


$
.001
)

Shares


Capital


(Deficit)Balances, January 1, 2009

$
10,736



10,736,200


$
3,600



3,600,000


$
192,803


$
(156,913
)Issuance of common shares for services received

$
9,460



9,460,000


$
-


$
-



368,940


$
-Issuance of preferred shares for services received

$
-



-


$
100


$
100,000


$
49,900


$
-Net loss for the period

$
-



-


$
-



-


$
-


$
(433,161
)Balances, March 31, 2009

$
20,196



20,196,200


$
3,700



3,700,000


$
611,643


$
(590,074
)
 The accompanying notes are an integral part of these financial statements.
 
 6
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLDIATED STATEMENT OF CASH FLOWS
 FOR THE SIX MONTHS ENDED JUNE 30, 2009 and 2008 (UNAUDITED)
  6 Months Ended


6 Months Ended6/30/2009


6/30/2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
(433,161
)

$
1,660Adjustments to reconcile net (loss) to net cash provided byoperating activities:Depreciation


5,093



5,226Common stock issued for services received


378,400



-Preferred stock issued for services received


50,000



-(Increase) decrease in operating assets:Accounts receivable


-



(2,210
)Other assets


-



4,415Increase (decrease) in operating liabilities:Accounts payable and other current liabilities


1,580



(3,955
)NET CASH PROVIDED BY OPERATING ACTIVITIES


1,912



5,136CASH FLOWS FROM FINANCING ACTIVITIES:Principal repayments of long term debt


(1,763
)


(6,094
)NET CASH (USED IN) FINANCING ACTIVITIES


(1,763
)


(6,094
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


149



(958
)CASH AND CASH EQUIVALENTS:Beginning of period


10



1,093End of period

$
159


$
135OTHER SUPPLEMENTAL CASH FLOW DISCLOSURES:Cash paid during the period for interest

$
8,869


$
6,722Cash paid during the period for income taxes

$
-


$
-
  
 The accompanying notes are an integral part of these financial statements.
 
 7
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
 FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)
  NOTE 1 - BASIS OF PRESENTATION
 
 The consolidated financial statements of Montgomery Real Estate Service, Inc. (the "Company"), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these consolidated financial statements should only be read in conjunction with the consolidated financial statements and notes thereto included in our audited consolidated financial statements as included in our Form 10-K for the year ended December 31, 2008.
 
 Interim Financial Information
 
 The unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows
as of (at) June 30, 2009, and 2008, have been included. Readers of these consolidated financial statements should note that the interim results for the six month periods ended June 30, 2009 is not necessarily indicative of the results that may be expected for the fiscal year as a whole.
 
 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
 Business Activity— Montgomery Real Estate Service, Inc. f/k/a Media Group South, Inc. ("The Company") was organized under laws of the State of Nevada as a C-Corporation. The Company owns 100% interest in Front Street First Corp, (Front Street) a Nevada
Corporation. Front Street merged with and into the Company as a wholly owned subsidiary on December 31, 2008.  The purpose of Front Street is to buy, sell, rent, and improve any and all aspects of real estate. Front Street currently owns one building in Chicopee, Massachusetts.
 
 Cash and Cash Equivalents—For purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
 
 Management’s Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 Revenue Recognition—The Company’s revenue is derived from rental income from 6 leases, and all 6 are paid on a “month to month” basis.
 
 In accordance with SFAS 13, paragraph 23, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying June 30, 2009 consolidated balance sheet. There are no contingent rentals included in income in the accompanying
statements of operations. With the exception of the month-to-month leases, revenue is recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term.
 
 Comprehensive Income (Loss)—The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”,
which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements.  There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the consolidated financial statements.
 
 Advertising Costs—Advertising costs are expensed as incurred. For the six months ended June 30, 2009 and 2008, the Company incurred $-0- and $-0- respectively.
 
 Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.
 
 Net Loss per Common Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations.  Basic
earnings per share amounts are based on the weighted average shares of common stock outstanding.  If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.  Accordingly, this presentation has been adopted for the period presented.  There were no adjustments required to net loss for the
period presented in the computation of diluted earnings per share.
 
 Income Taxes—Income taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.”A deferred tax asset
or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.
 
 Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, and some portion or the entire deferred tax asset will not be realized.  Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
 
 Accounts Receivable—Accounts deemed uncollectible are written off in the year they become uncollectible.
 
 Impairment of Long-Lived Assets—The Company evaluated the recoverability of its property and equipment, and other assets in accordance with Statements of Financial Accounting Standards (SFAS) No. 121, “Accounting
for the Impairment of Long-Lived Assets to be Disposed of” which requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets or the business to which such intangible assets relate.
 
 8
 Table of Contents
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
 (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
 CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
 FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)
  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES CONTINUED
 
 Property and equipment—Rental property is stated at cost. Depreciation is provided by the straight-line method over the estimated economic life of the rental property’s remaining 27 years.
 
 NOTE 3 – NOTES PAYABLE
 
 Mortgages incurred for the purchase of the rental property consist of the following:
 
 Secured, Commercial Mortgage to an unrelated party.Maturing on July 1, 2036, Bearing 6.75% interest.

$
223,754Secured, Commercial Mortgage to an unrelated party.Maturing on February 1, 2022 Bearing 4.99% interest.


22,229$
245,983
 
 The aggregate amount of long-term debt at December 31, 2008 maturing during each of the succeeding five years and thereafter is as follows:
  For the year ending

Amount2009

$
3,5262010

$
3,7512011

$
3,9912012

$
4,2462013

$
4,518Thereafter

$
225,951Total

$
245,983
 
 NOTE 4 - GOING CONCERN
 
 As shown in the accompanying consolidated financial statements, we have suffered recurring losses from operation to date. We have a retained deficiency of $590,074 as of June 30, 2009. These factors raise substantial doubt about our ability to continue as a going concern.
 
 Management's plans in regard to this matter are to raise equity capital and seek strategic relationships and alliances in order to increase revenues in an effort to generate positive cash flow. Additionally, we must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 NOTE 5 – SUBSEQUENT EVENT
 
 On June 25, 2009, MRSV’s Board of Directors and shareholders holding the majority of issued and outstanding Common Stock on a convertible basis approved a 1 for 100 reverse stock split of its $.001 par value Common Stock. The par value of Common Stock will not change. All the fractional shares will be rounded up to the nearest whole
share. With the exception of adjustments for those shareholders with fractional shares, the reverse stock split will not affect any stockholder's proportional equity interest in the company in relation to other shareholders or rights, preferences, privileges or priorities.
 
 On June 25, 2009, MRSV’s Board of Directors and shareholders holding the majority of issued and outstanding Common Stock on a convertible basis approved a Name Change Proposal to amend the Company’s Certificate of Incorporation to reflect the name Man Shing Agricultural Holdings, Inc.  The Company believes that the
name change would be in the best interest of the Company because it has been in recent talks with a candidate for a merger, and although no definitive agreement has yet been reached, we feel that changing the name of the company might make us a more attractive merger partner for this particular company and it would more accurately describe the Company’s business in the event we can reach an agreement on a merger.  The merger candidate that we have been meeting with and are currently in the process
of courting is a Chinese based agricultural company.  We feel that in the event we are able to strike an agreement with this company we will be able to add significant value to our stock.  While we have been working hard to reach an agreement and have even attempted to execute a written agreement with this prospective buyer we have been unsuccessful in actually achieving a “meeting of the minds” as required by relevant contract law of the United States.  While we continue
to court this buyer we plan to possibly restructure our organization in order to induce a potential merger and help position ourselves as an attractive merger target. Our Board of Director’s believes that these discussions have thus far been unsuccessful for several reasons including but not limited to:
 
 -  Physical distance between China and the United States
 -  Significant cultural differences between China and the United States
 -  Negotiating tactics that are complex and foreign to western culture
 -  Differences between the Chinese business culture and American business culture as they relate to timing of business transactions.
 -  Significant fluctuations in global economic conditions and world trade
 -  Significant fluctuations in the United States Capital markets
 -  Difficulty with communication as a result of language barriers
 -  Difficulty with communication as a result of the twelve hour time difference
 -  Problems relating to currency exchange and capital flows and differing expectations in payment/settlement
 - Fluctuations between the United States Dollar and the Chinese Yuan
 
 The board of directors feels the name change is a relatively simple corporate action that demonstrates our good faith commitment to continue with the discussions for a possible merger, which up until this point have been unsuccessful.  The Company intends to file the Certificate of Amendment promptly after the stockholders approve
the name change at which time the Company will also change its name and stock symbol on the Over the Counter Bulletin Board.
 
 9
 Table of Contents
 
 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Management’s Discussion and Analysis contains various “forward looking statements” within regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this 10-Q, including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments,
maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth therein.
 
 Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein.
 
 BUSINESS DESCRIPTION
 
 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 have begun operating in the real estate industry and engaged
in the business of buying, selling, renting, and improving real estate. Over the last year we have been engaged in buying and selling our property and we have entered into new agreements for the management of new rental property.
 
 During 2008 we owned 100% of the common stock of a company called Front Street First Corp., which, in turn, owned property in Chicopee, Massachusetts, near Springfield in western Massachusetts at 472 Front Street. Specifically, we owned a three-story house that consisted of six units and generated revenues by rentals on units.  During
2008 we sold this property and acquired a new property in Chicopee, Massachusetts near Springfield in western Massachusetts at 68-70 Cochran Street.  We own this property through our 100% stock ownership in Phillips Real Estate Services, Inc. which owns 68-70 Cochran Street.  We plan to continue in this line of business for the foreseeable future. Our executive offices are located at c/o Lessard Property Management, Inc. 191 Chestnut Street in Springfield, Massachusetts 01103. Our telephone
number is at Lessard Property Management, Inc. is (413) 734-3116.
 
 Our business plan is to buy more investment properties which we believe have good cash flows or good cash flow potential, plus a favorable estimated resale value. We plan to lease our properties primarily to residential tenants. We plan to make limited improvements to our properties, so that we can increase occupancy, improve cash flows,
and enhance potential resale value.
 
 As shown in the accompanying audited financial statements, we have suffered recurring losses from operations since our inception. We experienced net income (losses) of ($134,482) and ($12,767) during 2008 and 2007, respectively. We had a total accumulated deficit of $590,074 as of June 30, 2009. These factors raise substantial doubt about
our ability to continue as a going concern.
 
 THE BUILDING AT 472 FRONT STREET
 
 On December 31, 2007, we acquired 100% of the common stock of Front Street First Corp., which in turn, owns 100% of a three-story apartment house, with six units in central downtown Chicopee, Massachusetts at 472 Front Street, which the board of directors had identified as an acceptable business opportunity.
 
 As of October 29, 2008, we had six lease agreements in place for the 472 Front Street Building. The leases were managed by Lessard Property Management, Inc. on our behalf, and the monthly amounts due under the leases, in the aggregate, total $4,465 per month according to the rent roll. We have not reported the individual lease amounts,
because they are in the names of private individuals.
 
 Lessard Property Management had a contract with us to manage the 472 Front Street lease, and their fee for doing so is 8% of the collected rent, or $150 per project, whichever is greater.  This property management agreement was assigned to us by, Duane Bennett, trustee of our majority shareholder, for no additional consideration,
other than as part of the process by which he deeded the property to us.
 
 On December 18, 2009, we sold the property at 472 Front Street in Chicopee, MA to Moose Creek Realty, LLC of 90 Maple Street, Southhampton, MA 01073 in the amount of $275,123.  As a result all contractual arrangements with Lessard Property Management for the management and rental of 472 Front Street were cancelled.
 
 THE BUILDING AT 68-70 COCHRAN STREET
 
 On October 29, 2008 the Registrant entered into a Stock Purchase Agreement between Pablo Torres majority shareholder of Phillips Real Estate Services, Inc. (“Seller”) and Man Shing Agricultural Holdings, Inc. (“Buyer”)
as to the facts set forth below. (Exhibit 10.1)
 
 On October 29th, Pablo Torres sold 20,000,000 shares (twenty million) of Phillips Real Estate Services, Inc. (“Phillips”) to the Registrant in exchange for 250,000 shares (two hundred fifty thousand) of Montgomery Real Estate Services Inc. (“Buyer”)
and $5,000 giving the Buyer majority control of 100% of Phillips which in turn owns the property located at 68-70 Cochran Street in Chicopee, Massachusetts (“Property”). At the same time the Seller transferred the rights and obligations under the Residential Property Management Agreement to the Buyer. The Buyer and Seller agreed and Philips became a wholly owned subsidiary of the Buyer.
 
 Seller assigned its rights and obligations under the Residential Property Management Agreement to the following limited extent: the mortgage will continue to be the personal liability of the Seller until paid in full by him, all rental proceeds to be collected by and controlled by the Seller until the property is resold, any negative cash
flows for repairs or expenses whatsoever be the sole responsibility of the Seller. Furthermore in the event cash flow after all expenses exceeds 20%, Montgomery and the Seller will equally share the proceeds. Upon liquidation of this property after expenses, the Seller will receive 25% of the capital gains profit and Montgomery will receive 75% of the capital gains profit. In the event that the Seller is incapable of managing the property, then Montgomery will hire a professional property management company to
manage the day to day operations, at the Seller’s expense. Additionally, 100,000 (one hundred thousand) shares of the 250,000 (two hundred fifty thousand) shares are to be sold at a mutually acceptable price and the proceeds to be used exclusively for the pay down of the mortgage on the subject real estate. The Buyers is to pay $5,000 (five thousand) dollars for consideration in this transaction
 
 The 68-70 Cochran Street, Chicopee, Massachusetts property consists of 4 rental units. Of which the accumulated rent received from all 4 units is approximately $2,575 a month.
 
 OVERVIEW OF OUR MARKET AREA
 
 The city of Chicopee lies on the outskirts of the Springfield, Massachusetts urban area, located in the Pioneer Valley near the intersection of U.S. Interstates 90 (the Massachusetts Turnpike) and 91.  Interstate 90 is the major east-west highway crossing Massachusetts. Interstate 91 is the major north-south highway that runs
directly through the heart of New England. Chicopee is located approximately 90 miles west of Boston, Massachusetts, 70 miles southeast of Albany, New York and 30 miles north of Hartford, Connecticut.  Chicopee serves as the home of Westover Air Force Reserve Base and Barnes Air National Guard Base and is located in Hampden County, Massachusetts, whose estimated 2007 population was 464,758. Hampden County’s current annual growth rate is 0.3%.
 
 The economy in our primary market area enjoys the presence of large employers such as the Baystate Health, Big Y Supermarkets, University of Massachusetts, Mass Mutual Financial Group, Mercy Medical Center, Friendly Ice Cream Corporation, Yankee Candle, and Hasbro Games.  Performance Foods is near completion of its 275,000 square
foot distribution facility and Harvey Industries will build a new 250,000 square foot manufacturing facility in the Chicopee River Industrial Park. Other employment and economic activity is provided by financial institutions, eight other colleges and universities, several other hospitals and a variety of wholesale and retail trade businesses.
 
 Recent local developments such as the announcement by Baystate Health of a $259 million expansion, a historic downtown hotel in Springfield will be redeveloped next year with a new parking garage and a rebound in the class A office market will bring improvements to the local economy.  According to the NAI Global 2008 Market Report,
although the real estate market in Western Massachusetts continues to have problems, the fourth quarter of 2007 ended with positive changes in the area and with new commercial and industrial development planned for the future, the Greater Springfield, Massachusetts area is expected to rebound in 2008.
 
 According to the Pioneer Valley Planning Commission's "Briefing Report:  The Economic Impact of the Proposed New Haven-Hartford-Springfield Commuter Rail Line," dated December 2006, the economic impact of building the proposed New Haven-Hartford-Springfield commuter rail line will be significant.  The operation of the
commuter rail line will create about 249 new jobs in the corridor as well as increase regional economic output by almost $15 million per year and regional income tax revenues by about $1.2 million per year for the 10-year period 2011-2020.
 
 A press release put out on May 29, 2008 by the University of Massachusetts Donahue Institute indicates that Massachusetts has stayed above the average national economic growth, which through March has grown by a 3.2% annual rate compared to a .6% rate for the nation. Additionally, the state has added 4,600 jobs while the nation has cut
over 200,000 jobs.  Massachusetts is home to many technology, biotechnology and health science industries that are in high demand.  For this reason, Michael Goodman, Director of Economic and Public Policy Research at the University of Massachusetts’ Donahue Institute stated that, “The technology part of our economy is offsetting the housing market.”
 
 These market factors form the setting in which we plan to execute our business model.
 
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 OUR PLAN TO ACQUIRE OTHER RENTAL PROPERTIES
 
 Our business plan is to buy more rental properties that we believe are undervalued, compared to their cash flows and estimated resale value. Our strategy is to identify rental properties with a favorable purchase price relative to their market value, as well as positive cash flow. We plan to buy properties primarily leased to residential
tenants. We are prepared to make some improvements to our properties, so that we can increase occupancy, improve cash flows, and enhance potential resale value. We will most likely seek properties in the Springfield, Massachusetts area for the next 12 months.
 
 Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. We operate primarily in the Springfield, Massachusetts area. We plan to strengthen our position in this market. We plan to expand our operations through our acquisition and improvement of real estate.
 
 We presently own one three-story apartment building in Chicopee, Massachusetts located at 68-70 Cochran Street. Duane Bennett, has previously owned and operated a real estate company in the Springfield, Massachusetts area, and has long-term contacts in the area. We hope to acquire additional real estate in the next 12 months, and to utilize
the proceeds from the rental revenues of those properties to pay our operating costs for the next twelve months; however, there are no assurances that this revenue will be sufficient to cover our operating costs. Accordingly, if our revenues are not sufficient, management actions would be taken to raise equity capital, seek strategic relationships and alliances, and build our marketing efforts to generate positive cash flow provide the means for us to continue as a going concern. Mr. Bennett is related to us
as our officer, director and sole shareholder of the Northeast Nominee Trust, our majority shareholder. There is not a written agreement in place with Mr. Bennett and he has no obligation to provide additional funds.
 
 PROPERTY LOCATION PROCEDURES
 
 We plan to conduct a preliminary analysis that consists of:
 
 o
Reviewing real estate sales information provided by local board of realtors associations and our review of the census tract increases. The information that we may obtain that would weigh in favor of our proceeding with a property acquisition would be:
 
 o
High volume of real estate sales within the specific areao
New schools and major commercial developments in the areao
Improved state and city roads in the area
 
 The information that we may obtain that would weigh against our proceeding with a property acquisition would be:
 
 o
Hazardous waste in the areao
High crime in the areao
Overcrowding in the area
 
 The data that we analyze to determine whether to purchase properties are:
 
 o
Demographic data that suggests increased demand in a specific area. The data that would weigh in favor of our proceeding with a purchase would be:o
Increase in industrial activity such as a major corporation moving into the area creating new jobs and increasing residential housing demand.o
Increase in the population’s median income levels for a certain area.o
Low crime rate in the area
 
 o
Demographic data that would weigh against a purchase would be:o
Migration of industrial companies outside the area.o
Decrease in income levelso
High crime rate in the area
 
 In order to determine and evaluate the fastest growing areas, we will obtain reports from report surveys and reporting companies. These reports will provide detailed information that we will then study to determine where the good areas of growth are.
 
 We will also rely on information provided by the U.S. Census Bureau to obtain information pertaining to population shifts and number of total people in a specific area. We plan also to compare the population figures from the 1990 census with those of the 2000 census.
 
 DETAILED MARKET AND FINANCIAL ANALYSIS
 
 We will perform detailed market and financial analysis regarding each property we decide to review for purchase so as to determine whether the specific location is appropriate for acquisition and development. That detailed information will include the following:
 
 ·
Number of properties on the market.·
Number of properties sold in the past 12 months.·
Sales prices asked per property.·
Sales price sold per property.·
Total square footage and acreage per property·
Total number of units per property.·
Total number of pending closings per property.
 
 PURCHASE PROCEDURES
 
 Once we have located a property that we may want to purchase, we will ascertain whether the owner is willing to sell the property. We then negotiate a purchase price and ask the following questions of the prospective seller and/or obtain answers from third parties:
 
 o
When does the owner want to sell and close? Favorable conditions we look for regarding this factor are:o
The seller is willing and able to sell within a six-month period.o
Typically, the timing and motivation of sellers to enter into contract to sell may include several factors such as: estate planning, gifts to family, age, health and other personal factors.
 
 o
How much will the owner sell the land for?  Favorable conditions we will look for regarding this factor are:o
The price is below market value. We determine market value through appraisals and comparable sales reports in the area.o
With respect to price, we would also consider value trends, such as historical yearly increases in property values
 
 o
Are there any defects on the title?  Favorable conditions we will look for regarding this factor are:o
No liens and/or encumbrances.o
The buyer is able to deliver a clean title within the time we would like to close.
 
 o
Does the landowner have title insurance on the property?  Favorable conditions we will look for regarding this factor are:o
The landowner has title insurance on the property.o
The landowner is able to secure title insurance on the property.o
We would be able to obtain title insurance on the purchased property.
 
 We will obtain the following documents from the seller during our due diligence on the property:
 
 •           General maps;
 •           Environmental reports
 •           Copies of existing zoning maps and regulations;
 •           Conduct land inspection procedures;
 •           Proposed zoning regulations;
 •           Deeds;
 •           Title insurance; and
 •           Tax bills.
 
 We then verify the accuracy of these documents and determine how the information contained in the documents impacts the property that we are considering to purchase
 
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 OUR FINANCING PROCEDURES
 
 We will attempt to obtain financing from local banks doing business within the area where we are attempting to purchase property. Our officer and director, Mr. Bennett, has, in the past, personally guaranteed repayment of debt for property purchases along with necessary corporate guarantees, and we plan to use such guarantees in the future,
if necessary; however, there are no assurances that Mr. Bennett, or we, will be in a financial position to do so. We do not have any written agreements now or in the past with Mr. Bennett, obligating him to guarantee repayment of future debt or any of our other obligations. Mr. Bennett is not otherwise under any legal obligation to provide us with capital. Assuming we can pay down some of the mortgages on our property, we hope to leverage the property with a financial institution or private lender so that funds
are available for additional purchases, based on using the property as collateral.
 
 The procedures for obtaining our financing are as follows:
 
 1.
File loan application.2.
Credit checks, property appraisal done.3.
Loan documents drafted.4.
Down payment made that is typically approximately 5 to 10% of the appraised value.5.
Institution lends funds for the balance, less certain transaction fees that are typically between approximately 2 to 3%.6.
A lien is then filed with the appropriate recorder’s office.
 
 There are no assurances that our financing procedures will be adequate to secure the funds needed to sustain our operations.
 
 DISTRIBUTION
 
 We have no distribution agreements in place with anyone. We plan to sell the properties we acquire primarily through direct selling efforts involving established real estate brokers and property managers and corporations that may have a need for residential and/or commercial real estate. We plan to contract with real estate brokers, sub-contractors
and other agents to assist in us on a project-by-project basis.
 
 NEW PRODUCTS OR SERVICES
 
 We currently have no new products or services announced to the public. We will make public announcement in the future upon entering into material contracts to acquire any new real estate projects.
 
 COMPETITIVE BUSINESS CONDITIONS
 
 We face significant competition both in acquiring rental properties and in attracting renters. Our primary market area of residential multi-family unit rentals is highly competitive, and we face direct competition from a significant number of multi-family unit landlords, many with a local, state-wide or regional presence and, in some cases,
a national presence. Many of these landlords are significantly larger and have greater financial resources than us. Our competition for renters comes from newer built apartment complexes as well as older apartment buildings.
 
 In addition, we face significant competition from home builders and land developers, because many renters have moved out of the rental market into single-family homes. Nationally, there are over one hundred major land developers. Approximately 10% of these developers capture approximately 50% of the market for such developments. These developers
have greater financial resources than we do and are better poised for market retention and expansion than we are. Specifically, our competition with national homebuilders is as follows:
 
 •           Pulte Homes;
 •           Ryan Homes;
 •           Ryland Homes;
 •           Toll Brothers
 •           John Weiland Homes;
 •           Cresent Resources; and
 •           Harris Group
 
 These national homebuilders purchase land or lots of vacant land parcels to build single-family homes, often in connection with nearby shopping centers and commercial buildings. The national homebuilders have substantial resources to enable them to build single-family homes for resale.
 
 These builders engage in single-family home development and have greater financial resources than we do. In addition, these companies have greater operational resources because they are able to perform a variety of development tasks themselves. These companies purchase vacant land tracts and perform all the work necessary to construct the
homes, such as land clearing and road development and then build the homes themselves. In contrast, we do not have the financial or operational resources to perform these tasks. These national and local builders are better equipped to acquire tracts of land equipped with these capabilities due to their operational and financial superiority over us.
 
 We have no competitive advantages over any of the individuals and/or companies against whom we compete. We have significantly less capital, assets, revenues, employees and other resources than our local and/or national competition. There are no barriers to entry into this market.
 
 INTELLECTUAL PROPERTY
 
 At present, we do not have any patents, trademarks, licenses, franchises, concessions, and royalty agreements, labor contracts or other proprietary interests.
 
 GOVERNMENT REGULATION ISSUES
 
 We are subject to applicable provisions of federal and state securities laws and to regulations specifically governing the real estate industry, including those governing fair housing and federally backed mortgage programs. Our operations will also be subject to regulations normally incident to business operations, such as occupational
safety and health acts, workmen's compensation statutes, unemployment insurance legislation and income tax and social security related regulations. Although we will use our best efforts to comply with applicable regulations, we can provide no assurance of our ability to do so, nor can we fully predict the effect of these regulations on our proposed activities.
 
 RESEARCH AND DEVELOPMENT
 
 We have spent no funds on research and development.
 
 EMPLOYEES
 
 Presently, we have no employees with the exception of Duane Bennett.  We have no employment agreements with any of our management. We do not anticipate hiring any additional employees in the next 12 months.
 
 RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHES ENDED JUNE 30, 2009 and 2008
 
 Revenues (for the three and six months ended June 30, 2009 and 2008).
 
 Revenues decreased $8,133 or 59.11% to $5,625 for the three months ended June 30, 2009 as compared with $13,758 for the three months ended June 30, 2008, respectively. Revenues consisted of rentals on residential rental properties. The reasons for the above decreases in revenues are attributable to the sell of the Front Street property
and the acquisition of the Cochran Street property. The Cochran Street property has 2 less units and therefore less rental income than the Front Street property.
 
 Revenues (for the three and six months ended June 30, 2009 and 2008).
 
 Revenues decreased $9,398 or 34.29% to $18,009 for the six months ended June 30, 2009 as compared with $27,407 for the six months ended June 30, 2008, respectively. Revenues consisted of rentals on residential rental properties. The reasons for the above decreases in revenues are attributable to the sell of the Front Street property and
the acquisition of the Cochran Street property. The Cochran Street property has 2 less units and therefore less rental income than the Front Street property.
 
 All sales transactions were with unrelated parties.
 
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 Cost of Sales (for the three and six months ended June 30, 2009 and 2008).
 
 None.
 
 Expenses (for the three and six months ended June 30, 2009 and 2008).
 
 Operating expenses for the three months ended June 30, 2009 increased $41,672 or over 100% to $53,202. The increase in expenses during this period was primarily attributable to the preferred stock issued for services in the amount of $50,000.
 
 Operating expenses for the six months ended June 30, 2009 increased $423,276 or over 100% to $442,301. The increase in expenses during this period was primarily attributable to the preferred stock issued for services in the amount of $50,000 and the common stock issued for services in the amount of $378,400.
  We do not have any lease agreements for our principal office and do not currently have any employment agreements.
 
 Income Taxes (for the three and six months ended June 30, 2009 and 2008).
 
 We had no provision for income taxes for the three and six months ended June 30, 2009 and 2008, respectively, due to our net loss.
 
 If we incur losses, we may have a deferred tax asset. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment. We do not currently have any net deferred tax assets.
 
 Income/Losses (for the three and six months ended June 30, 2009 and 2008).
 
 We had a net (loss) of $(51,589) for the three months ended June 30, 2009. This compares to a net income loss of $(1,133) for the three months ended June 30, 2008. This period net income (loss) increased by over 100% from period to period. The 2009 net loss increase is attributable to the expense for shares issued for preferred stock in
the amount of $50,000 during the second quarter.
 
 We had a net (loss) of $(433,161) for the six months ended June 30, 2009. This compares to a net income of $1,660 for the six months ended June 30, 2008. This period net income (loss) increased by over 100% from period to period. The 2009 net loss increase is attributable to the expense for shares issued for preferred stock in the amount
of $50,000 during the second quarter and the expense for shares issued for common stock in the amount of $378,400.
 
 Impact of Inflation.
 
 We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.
 
 Liquidity and Capital Resources (for the six months ended June 30, 2009 and 2008).
 
 Cash flows provided by (used in) operations were $1,912 and $5,136 for the six months ended June 30, 2009 and 2008, respectively. These were mainly attributable to an increase in the amount of $5,535 in accounts payable and other current liabilities during the six months ended June 30, 2009, partially offset by accounts receivable in the
amount of $(2,210) for the six months ended June 30, 2008 compared to $0 for the six months ended June 30, 2009. Also, for the six months ended June 30, 2008, we had other assets in the amount of $4,415 compared to $0 for the six months ended June 30, 2009.
 
 There were no cash flows provided by (used in) investing activities for the six months ending June 30, 2009 and 2008.
 
 Cash flows provided by (used in) financing activities were $(1,763) and $(6,094) for the six months ended June 30, 2009 and 2008, respectively. Cash flows used in 2008 and 2009 was due solely to the principal repayments of long term debt in varying amounts.
  Overall, we funded our cash needs from inception through June 30, 2009 with a series of equity and debt transactions, including those with related parties as described above. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our
related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on our operations and financial condition. This could include an inability to do sufficient advertising for the homes that we sell, which would make us less competitive in the marketplace. We could also find it more difficult to enter into strategic joint venture relationships with third parties. Finally, it would most likely delay the implementation of our
business plan. An alternative plan of operation in the event of a failure to obtain financing would be to continue operations as currently configured, with the result being little, if any, projected growth. Another alternative would be to enter into a joint venture with another company that has working capital available, albeit on less favorable terms than had we obtained financing, for the development of our business plan.
 
 We had cash on hand of only $159 and a working capital of $19,713 as of June 30, 2009. Our current amount of cash in the bank is insufficient to fund our operations for the next twelve months. We will rely on the existence of revenue from our business, if any, and funding from outside sources; however, we have no current or projected capital
reserves that will sustain our business for the next 12 months. Also, if the projected revenues fall short of needed capital we will not be able to sustain our capital needs for the next twelve months. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. A lack of significant revenues during 2008 will significantly affect our cash position and make it necessary to raise additional funds through equity or debt financing. Our current level
of operations would require capital of a range of $45,000 to $1,000,000, depending on the properties we plan to acquire and the maintenance of our current facilities. Please note that the $45,000 amount above consists of $25,000 in cash to purchase such properties as discussed in more detail in this paragraph plus $20,000 which covers additional expense related to our newly acquired reporting obligation. For instance, if we can purchase a property with as little money down, such as low as 5% for illustrative
purposes, then we would only require the low end of the above range, or about $25,000 in cash, exclusive of the $20,000 in costs to cover the expense related to our newly acquired reporting obligation, to purchase such property costing $500,000 for illustrative purposes. On the other hand, if we purchase a property with only cash and without borrowing, then we would spend as much as $500,000 on the same purchase in the illustration above. If two of these properties are purchased with no borrowings, then we would
spend $1,000,000 as an example. Modifications to our business plans or additional property acquisitions may require additional capital for us to operate. There can be no assurance that additional capital will be available to us when needed or available on terms favorable to us. We have no sources of capital in place.
 
 On a long-term basis, liquidity depends on continuation and expansion of operations, receipt of revenues, and additional infusions of capital and debt financing. We are considering launching a local advertising campaign. Our current capital and revenues are insufficient to fund such marketing. If we choose to launch such a campaign, we
will require substantially more capital. If necessary, we will raise this capital through an additional stock offering. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected and we will have to significantly modify our plans. For example, if we are unable to raise sufficient capital to develop our business plan, we may need to:
 
 - Seek projects of lesser value or that may be less profitable
 - Seek smaller projects, which are less capital intensive, in lieu of larger projects; or
 - Seek projects that are outside our geographical area to generate some revenue for us.
 
 Demand for our rental services will be dependent on, among other things, market acceptance of our services, the real estate market in general and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities is the receipt of rents from residential properties, our business operations may be adversely
affected by our competitors and prolonged recession periods.
 
 Our success will depend upon implementing our plan of operations and the risks associated with our business plans. We operate a small real estate rental business in the Springfield, Massachusetts area. We plan to strengthen our position in this market. We also plan to expand our operations in the Springfield area.
 
 Going concern
 
 As shown in the accompanying consolidated financial statements, we have suffered recurring losses from operation to date. We have a net deficiency of $590,074 as of June 30, 2009. These factors raise substantial doubt about our ability to continue as a going concern.
 
 Management's plans in regard to this matter are to raise equity capital and seek strategic relationships and alliances in order to increase revenues in an effort to generate positive cash flow. Additionally, we must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
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 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
 
 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 June 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 June 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 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 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 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 June 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.
 
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 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 previously filed 10K, for the year ended December 31, 2008.
 
 ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 In the second quarter of 2009, we issued 100,000 preferred shares to Greentree Financial Group, Inc. for consulting services rendered in connection with Edgar services, creation of corporate resolutions and corporate governance assistance. These shares are convertible at a rate of 10 shares for one and were valued at $.05 as of the date
of issuance, yielding an aggregate expense of $50,000. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
 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
 
 On August 6, 2009 we filed a Definitive 14C Information Statement with the Securities and Exchange commission announcing that the holders of a majority of our outstanding common stock, owning approximately 64.1% of the outstanding shares of our common stock, executed a written consent in favor of changing the corporate name of Montgomery
Real Estate Service, Inc. to Man Shing Agricultural Holdings, Inc and authorizing the Board of Directors of Montgomery Real Estate Service, Inc. to effect a 1 for 100 reverse split. This Definitive 14C Information Statement filed with the Commission on August 6, 2009 is hereby incorporated by reference.
 
 ITEM 5.      OTHER INFORMATION
 
 We do not have any other information to report.
 
 ITEM 6.      EXHIBITS
 
 31.1 CEO Certification Pursuant to Section 302
 31.2 CFO Certification Pursuant to Section 302(included in Exhibit 31.1)
 32.1 CEO Certification Pursuant to Section 906
 32.2 CFO Certification Pursuant to Section 906(included in Exhibit 32.1)
 
 Reports on Form8-K
 
 None
 
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 SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 MAN SHING AGRICULTURAL HOLDINGS, INC.
(Registrant)Date: August 18, 2009
By:
/s/ Duane BennettDuane Bennett
President, Chief Executive Officer, and
Chief Financial Officer