8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2010

MAN SHING AGRICULTURAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-53146	98-0660577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Unit 1005, 10/F, Tower B

Hunghom Commercial Centre

37 Ma Tau Wai Road, Hunghom

Kowloon, Hong Kong

(Registrant’s Address)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 14, 2010, Man Shing Agricultural Holdings, Inc. (the “Company” or the “Registrant”) entered into amendments (“Amendment No. 1”) to those certain securities purchase agreements (each an “Agreement” and together the “Agreements”) with each of International Investment (Hong Kong) Trading Group Company Limited, Liu Ling Ling, Yang Shao Bin, Sea Dragon Investments Limited, and Hong Kong Investment Group Limited (each an “Investor” and together the “Investors”) pursuant to which the Investors agreed to purchase an aggregate of 10,000,000 shares of common stock of the Company, par value $0.001 (the “Common Stock”), for consideration of $0.40 per share of Common Stock (an aggregate of $4,000,000). Pursuant to Amendment No. 1, each Investor has agreed to amend the Closing Date under each such Investor’s Agreement to be seven (7) days following the date that 3,358,250 preferred shares of the Company registered in the name of Shili Liu (the “Shili Liu Preferred Shares”), Chairman and President of the Company, have been cancelled.

Pursuant to that certain Cancellation Agreement (the “Cancellation Agreement”) dated as of November 14, 2010 by and between the Company and Shili Liu, Shili Liu has agreed to the cancellation of the Shili Liu Preferred Shares on or before November 15, 2010, and Shili Liu has agreed to indemnify each Investor for any resulting damages if the Shili Liu Preferred Shares have not been cancelled on or before November 15, 2010.

A form of the Agreement was filed as an exhibit to the Company’s Current Report on Form 8-K on September 16, 2010 and is incorporated herein by reference. A form of Amendment No. 1 and a copy of the Cancellation Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Agreements.

Item 9.01Financial Statements and Exhibits

Exhibit 10.1 – Form of Amendment No. 1 to Securities Purchase Agreement, dated as of November 14, 2010, by and among the Company and the Investors

Exhibit 10.2 – Cancellation Agreement, dated as of November 14, 2010, by and between the Company and Shili Liu

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.

Date: November 18, 2010	MAN SHING AGRICULTURAL HOLDINGS, INC.
	By:	/s/ Shili Liu
		Shili Liu
		Chairman and President

EXHIBIT INDEX

Exhibit 10.1 – Form of Amendment No. 1 to Securities Purchase Agreement, dated as of November 14, 2010, by and among the Company and the Investors

Exhibit 10.2 – Cancellation Agreement, dated as of November 14, 2010, by and between the Company and Shili Liu

EX-10.1

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of November 14, 2010, to the Securities Purchase Agreement (as defined below) is made by and between Man Shing Agricultural Holdings, Inc., a Nevada corporation (the “Company”) and the investor identified on the signature page hereto (the “Purchaser”). All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

WHEREAS, the Company and the Purchaser entered into a Securities Purchase Agreement dated as of September 13, 2010 (the “Securities Purchase Agreement”);

WHEREAS, Shili Liu is the registered holder of 3,358,250 preferred shares of the Company (the “Shili Liu Preferred Shares”), which preferred shares represent all of the preferred shares of the Company owned, of record or beneficially, by Shili Liu;

WHEREAS, pursuant to that certain Cancellation Agreement dated November 14, 2010 by and between the Company and Shili Liu (the “Cancellation Agreement”), Shili Liu has agreed to the cancellation of all of the Shili Liu Preferred Shares;

WHEREAS, the Company and the Purchaser wish to amend the Closing Date under the Securities Purchase Agreement to be seven (7) days following the date that the Shili Liu Preferred Shares are cancelled by the Company’s transfer agent.

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

1.           Closing and Deliverables. Section 2(b)(1) is hereby amended to add the following Section 2(b)(1)(ii):

that certain Cancellation Agreement, pursuant to which Shili Liu has agreed to the cancellation of 3,358,250 preferred shares of the Company registered in the name of Shili Liu, which preferred shares represent all of the preferred shares of the Company owned, of record or beneficially, by Shili Liu, duly executed by the Company and Shili Liu.

Section 2(c)(2) is hereby amended and restated as follows:

The obligations of each of the Purchasers in connection with the Closing are subject to the following conditions being met:

i. the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;

ii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

iii. the delivery by the Company of the items set forth in Section 2(b)(1) of this Agreement;

iv. the cancellation by the Company’s transfer agent of all of the Shili Liu Preferred Shares;

v. there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

vi. the delivery by the other Purchasers of the items set forth in Section 2(b)(2) of this Agreement; and

vii. the delivery by the Company of a certificate, executed by the Chief Executive Officer or President of the Company dated as of the Closing Date, certifying on behalf of the Company that the Company has satisfied the conditions specified in Sections 2(c)(2)(i), (ii), (iii), (iv), (v), and (vi).

2.           Definitions.  Section 8(c) of the Securities Purchase Agreement is hereby amended and restated as follows:

 “Closing Date” means the later of seven (7) days following the date that the Shili Liu Preferred Shares are cancelled by the Company’s transfer agent or such later Trading Day when this Agreement has been executed and delivered by the applicable parties thereto, and all conditions precedent to (x) the Purchaser’s obligations to pay the Subscription Amount have been satisfied or waived and (y) the Company’s obligations to deliver the Securities have been satisfied or waived.

3.           Successors and Assigns.  The Purchaser hereby acknowledges and agrees that this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

4.           Modification.  This Amendment shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.

5.           Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. Facsimile execution and delivery of this Amendment is legal, valid and binding execution and delivery for all purposes.

6.           Severability. Each provision of this Amendment shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

MAN SHING AGRICULTURAL HOLDINGS, INC.
	By:
		Name: Shili Liu
		Title: Chairman & President
	Investor
	By:
		Name:
		Title:

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EX-10.2

CANCELLATION AGREEMENT

This CANCELLATION AGREEMENT is entered into as of November 14, 2010 (this “Agreement”) by and between Man Shing Agricultural Holdings, Inc., a Nevada corporation (the “Company”), and Mr. Shili Liu (the “Shareholder”).

BACKGROUND

WHEREAS, the Company wishes to amend (“Amendment No. 1”) those certain Securities Purchase Agreements dated September 13, 2010 (each a “Securities Purchase Agreement” and together the “Securities Purchase Agreements”) by and between the Company and the investors listed on the signature pages thereto (each a “Purchaser” and together the “Purchasers”) pursuant to which the Company will issue, in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended and Rule 506 promulgated thereunder, shares of the Company’s common stock, par value $.001.

WHEREAS, it is a condition precedent to the obligations of the Purchasers under the Securities Purchase Agreements, as amended by Amendment No. 1, that the Shareholder enter into and consummate this Agreement, which will effectuate the cancellation on or before November 15, 2010 of 3,358,250 preferred shares of the Company (the “Preferred Shares”) registered in the name of the Shareholder (the “Subject Shares”), which represent all of the Preferred Shares owned, of record or beneficially, by the Shareholder.  The Shareholder is entering into this Agreement to, among other things, induce the Company and the Purchasers to enter into Amendment No. 1 and the Shareholder acknowledges that the Company and the Purchasers would not consummate the transactions contemplated by the Securities Purchase Agreement, as amended by Amendment No., 1, unless the transactions contemplated hereby are effectuated in accordance herewith.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Cancellation of Subject Shares.  The Shareholder shall deliver to the Company for cancellation stock certificates representing the Subject Shares along with duly executed medallion guaranteed stock powers covering the Subject Shares (or such other documents acceptable to the Company’s transfer agent) on or before November 15, 2010 and hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Subject Shares such that the Subject Shares will no longer be outstanding on the stock ledger of the Company and such that the Shareholder shall no longer have any interest in the Subject Shares whatsoever.  The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Subject Shares.

2.            Indemnification. In the event the Subject Shares have not been cancelled by the Company’s transfer agent on or before November 15, 2010, the Shareholder will indemnify and hold each Purchaser harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all the Subscription Amount, all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser may suffer or incur as a result of or relating to failure of the Shareholder to instruct that Subject Shares be cancelled.  If any action shall be brought against any Purchaser in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser shall promptly notify the Shareholder in writing, and the Shareholder shall have the right to assume the defense thereof with counsel of his own choosing.  Any Purchaser shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser except to the extent that (A) the Shareholder has been specifically informed the employment thereof in writing; (B) the Shareholder has failed after a reasonable period of time to assume such defense and to employ counsel or (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Shareholder and the position of such Purchaser.

3.            Representations by the Shareholder.

(a)            The Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to Company pursuant to this Agreement, all of the Subject Shares, free and clear of any and all liens and encumbrances.  There are no options, rights, voting trusts, shareholder agreements or any other contracts or understandings to which the Shareholder is a party or by which Shareholder or the Subject Shares are bound with respect to the issuance, sale, transfer, voting or registration of the Subject Shares.

(b)            The Shareholder has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, binding obligation of the Shareholder, enforceable against it in accordance with its terms (except as such enforceability may be limited by laws affecting creditor's rights generally).

4.            Further Assurances.  Each party to this Agreement will use his or its best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the execution and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Subject Shares).

5.            Amendment and Waiver.  Any term, covenant, agreement or condition of this Agreement may be amended, with the written consent of the Company and the Shareholder, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by one or more written instruments signed by the Company and the Shareholder.

6.            Survival of Agreements, Representations and Warranties, etc.  All representations and warranties contained herein shall survive the execution and delivery of this Agreement. 

7.            Successors and Assigns.  This Agreement shall bind and inure to the benefit of and been enforceable by the Company and the Shareholder, and their respective successors and permitted assigns.  No party may assign any of its right under this Agreement without the prior written consent of the other party.

8.            Governing Law.  This Agreement (including the validity thereof and the rights and obligations of the parties hereunder and thereunder) and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder shall be construed in accordance with and governed by the internal laws of the State of New York without regard to its conflict of laws rules, except to the extent the laws of Nevada are mandatorily applicable.

9.            Miscellaneous.  This Agreement, together with the Securities Purchase Agreement, as amended, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument. This Agreement may be reproduced by any electronic, photographic, photostatic, magnetic, microfilm, microfiche, microcard, miniature photographic, facsimile or other similar process and the original thereof may be destroyed. The parties agree that any such reproduction shall, to the extent permitted by law, be as admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not the reproduction was made in the regular course of business) and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement as of the date first above written.

MAN SHING AGRICULTURAL HOLDINGS, INC.
By:
Name:	Shili Liu
Title:	President and Chairman
Shili Liu

Agreed to and Acknowledged Solely with

Respect to Section 2 of this Agreement:

Yang Shao Bin

Liu Ling Ling

INTERNATIONAL INVESTMENT

(HONG KONG) TRADING GROUP

COMPANY LIMITED

By:

Name: Liu Dong Xing

Title: Director

SEA DRAGON INVESTMENTS

LIMITED

By:

Name: Wong Yan Kong

Title: Director

HONG KONG INVESTMENT GROUP

 LIMITED

By:

Name: Cheung Chi Mang

Title: Director

Man Shing Cancellation Agreement