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): December 20, 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:

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 20, 2010, Mr. Eddie Cheung resigned as Chief Executive Officer and a member of the Board of Directors and Mr. Ji Yang resigned as a member of the Board of Directors of Man Shing Agricultural Holdings, Inc. (the “Company”).  Mr. Shili Liu was appointed Chief Executive Officer of the Company effective December 20, 2010, and remains the President and Chairman of the Company.  Messrs. Cheung and Yang resigned from their respective positions with the Company for the following reasons (which were expressed in a letter attached hereto as exhibit 99.1):

1. Each of them believed that the Company had inadequately responded to the legal letter sent to the Company respecting the Service Agreement between a wholly owned subsidiary of the Company and Excel Linker Capital (Asia) Ltd.. (“Excel Linker”);

2. Mr. Shili Liu wired $1,100,000 back to a potential investor without the knowledge of certain members of the Company’s Board of Directors and without discussing the wire with the Board of Directors; and

3. Certain members of the Company’s Board of Directors did not receive the appropriate directors remuneration.

The Company responded to the foregoing items in a letter, attached hereto as exhibit 99.2, which indicated that:

1. The Company  engaged a law firm to deal with and respond to the legal letter from Excel Linker and noted that Excel Linker has deregistered and dissolved on November 13, 2009;

2. The wire transfer was made to return funds to a potential investor at the request of the investor prior to the closing of the applicable transaction and that it was only because Mr. Cheung could not be contacted by Mr. Liu and did not return the phone calls of Mr. Liu that he did not know of the intended wire transfer; and

3. The Company has been handling the matter of the directors remuneration and that the allegation that the Company was in arrears on these payments is groundless and unreasonable.

On December 20, 2010, the remaining members of the Board of Directors of the Company appointed Mr. Xuguang Qiao and Mr. Kun Xu to serve as members of the Board of Directors of the Company.

Mr. Qiao, 45, is currently the Vice-President of College of Food Science & Project Engineering, and is also currently a Professor and Tutor of Doctorate Students, at Shandong Agricultural University, and has served various roles for Shandong Agricultural University since 1988. Mr. Qiao is also currently a council member of the Chinese Institute of Food Science and Technology (CIFST), an executive member of the Council of Fruit and Vegetable Processing of CIFST, and Vice-president of Institute of Food Science and Technology of Shandong Province. Mr. Qiao received a PhD in Processing and Storage of Agriculture Products and a Master degree majoring in Agriculture from the China University of Agriculture. Mr. Qiao received a Bachelor degree majoring in Agriculture from Shandong Agricultural University.

Mr. Xu, 46, is currently a Tutor of Doctorate Students at the College of Horticulture Science and Engineering of Shandong Agricultural University and has served various roles for Shandong Agricultural University since 1982. Mr. Xu also currently serves as the Vice-President of the Leek, Ginger and Garlic of Society for Horticultural Science, the Secretary General of Ginger Industrial Technology Innovation and Strategic Alliances of Shandong, the Vice Chairman of Chinese Peasants' and Workers' Democratic Party of Taian, and as a Standing Member of the Taian Committee of Chinese People's Political Consultative Conference. Mr. Xu received a Master and Bachelor degree majoring in Agriculture from Shandong Agricultural University.

Mr. Liu has served as president and Chairman of the Company since August 31, 2009. Mr. Liu has over 18 years of experience in the agricultural industry. He began his career with Rulin Enterprises located in Shandong province as deputy general manger in 1992. Mr. Liu became a Chairman of Weifang Xinsheng Food Co., Ltd in 1998. We appointed Mr. Liu to serve as a member of our board of directors due to his solid experience in the agricultural industry.

There are no family relationships between either of Messrs. Qiao, Xu or Liu and any of the executive officers or directors of the Company.

Item 9.01Financial Statements and Exhibits.

Exhibits	Description
99.1	Letter of resignation from Eddie Cheung and Ji Yang dated December 20, 2010
99.2	Response letter from the Company dated December 22, 2010

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: December 27, 2010		MAN SHING AGRICULTURAL HOLDINGS, INC.
	By:	/s/ Shili Liu
		Shili Liu
		Chairman and President

EX-99.1

Exhibit 99.1

To: Man Shing Agricultural Holdings, Inc. (“Company”)’s Board and All Directors

With regard to the recent following three matters:

1. Regarding the matter: the Company received in early October the legal letter from Hong Kong Patrick Mak & Tse, Solicitors demanding the fulfillment of the contents of the Service Agreement entered into between Weifang Xinsheng Food Company, Ltd. (“Wholly Owned Subsidiary”) and Excel Linker Capital (Asia) Ltd. , (a letter was sent to the Company by independent directors on December 7, 2010 which reiterated its urgency and importance), as of now nothing has been received regarding an effective response and intention for resolution.

2. Regarding the matter: On December 9, 2010, Mr. Shili Liu wired out US$1,100,000.00 from the Company’s account at HSBC without the knowledge of some of the board members and without discussing this with the Board.

3. Regarding the matter: some of the board members are still owed remuneration as of now.

The senders of this letter believe that, under such circumstances, the Company’s Board cannot function effectively and the board members are exposed to significant personal risk.  In consideration of this, the two Directors, Mr. Eddie Cheung and Mr. Ji Yang, hereby tender their resignation to the Board, effective immediately.  Mr. Eddie Cheung will also resign from the Company’s Chief Executive Officer’s position, effective today.

The senders of this letter also reserve the right to take legal action against the Company regarding the above three matters.

Sincerely,

/s/ Eddie Cheung

/s/ Ji Yang

December 20, 2010

EX-99.2

Exhibit 99.2

To: Mr. Eddie Cheung and Mr. Ji Yang,

RE: Man Shing Agricultural Holdings, Inc.

Our firm is engaged by Man Shing Agricultural Holdings, Inc (“Man Shing”) to respond on its behalf to your letter of resignation.

Man Shing regrets deeply to have received your letter of resignation but has to accept it.  Man Shing does not agree to the characterization of the three matters causing the Board unable to function effectively and exposing the Board members to significant personal risk, as such characterization is completely contrary to facts.

As directed by Man Shing, hereby state and point out:

(1)           Man Shing has been taking seriously, and paying close attention to, the matter regarding the claims against Weifang Xinsheng Food Co., Ltd. for service fees by Excel Linker Capital (Asia) Ltd. (“Excel Linker”) through Patrick Mak & Tse, Solicitors, and has been taking actions to respond.  Man Shing further has engaged our firm to issue this response letter pointing out that, as Excel Linker did not fulfill its obligations under the Service Agreement by successfully bringing in investors for investment and/or such financing has not been consummated at all or the transaction procedures have not been completed, it has no right to receive service fees pursuant to the Service Agreement.  Further, Excel Linker’s registration in Hong Kong was deregistered and Excel Linker was dissolved on November 13, 2009; therefore its allegation is completely without merit and groundless.

(2)           Regarding the wiring out of US$1,100,000.00, it was done based on actual need and on the general premise of protecting Man Shing’s interest and it was a corresponding action taken when Man Shing received the investor’s request; and it was made known to Mr. Cheung after Man Shing’s Mr. Liu received the request notice (Mr. Eddie Cheung was copied on the notice) issued by the investor on December 7, 2010.  Further, Mr. Liu has been trying, unsuccessfully, to get into contact with Mr. Cheung since November 2010, during which time Mr. Cheung has not been fulfilling his duties as a Director and as Chief Executive Officer, refusing to receive phone calls or e-mails and paying no attention to Man Shing’s operations.  It is not until December 5, 2010, through Mr. Liu’s arrangement to have his colleague in China to go to Hong Kong to find Mr. Cheung, that Mr. Cheung was found; thereafter, Mr. Liu has made several attempts to call Mr. Cheung and was not able to reach him.  Therefore, your allegations that some board members were not aware of this matter and that Mr. Liu handled the wiring out mentioned above are contrary to the facts.

(3)           Man Shing has been taking seriously and handling the issue of directors’ remuneration, and your allegation that remuneration were in arrears is completely groundless and unreasonable.

As stated above, Man Shing accepts your resignation but solemnly state and point out that there is no legal ground nor any right in your resignation to pursue or file claims against Man Shing and that Man Shing has no liabilities, or no instances of arrears on the part of Man Shing, arising from your resignation.

Finally, Man Shing reserves the right to take legal action regarding your resignation and your failure to perform your duties as Directors and as Chief Executive Officer.

Sincerely,

/s/ Yu & associates, Solictors

Yu & Associates, Solicitors

December 22, 2010