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): August 20, 2009

MAN SHING AGRICULTURAL HOLDINGS, INC.

(F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)

(Exact Name of Registrant as Specified in Charter)

Nevada	000-53146	88-0450667
(State or other jurisdiction of inCompany)	(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))

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MAN SHING AGRICULTURAL HOLDINGS, INC.

(F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENT

Item 1.01                   Entry into a Material Definitive Agreement                                                                                                                  & #160;                                                                              3

Item 2.01                   Completion of Acquisition or Disposition of Assets                                                                                                                  ;                                                                 3

                     Plan of Exchange                                                                                                                       ;                                                                                                                       3

                     Description of Montgomery Real Estate Service, Inc. Business                                                                                                              
60;                                                 3

      Description of Hero Capital Profits Limited Business                                                                                                                               0;                                                4

                     Management’s Discussion and Analysis or Plan of Operations                                                                                                               ;                                                    5

                     Risk Factors                                                                                                                      
60;                                                                                                                              6

                     Security Ownership of Certain Beneficial Owners and Management                                                                                                              & #160;                                         9

                     Directors and Executive Officers                                                                                                                   & #160;                                                                                             10

                     Executive Compensation                                                                                                                      0;                                                                                                         11

                    Certain Relationships and Related Transactions                                                                                                                   0;                                                                       11

                     Description of Securities                                                                                                                     & #160;                                                                                                        12

Item 3.02                   Unregistered Sales of Equity Securities                                                                                                                   0;                                                                                    14

Item 5.01                   Changes in Control of Registrant                                                                                                                     ;                                                                                              14

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers                                                                                           14

Item 5.03      Change In Fiscal Year                                                                                                                                                                                                                                       14

Item 5.06                  Change in Shell Company Status                                                                                                                     & #160;                                                                                               14

Item 9.01                  Financial Statements and Exhibits                                                                                                                     0;                                                                                              14

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Item 1.01                      Entry into a Material Definitive Agreement

As of August 20, 2009, Man Shing Agricultural Holdings, Inc. (F/K/A Montgomery Real Estate Service, Inc.) a Nevada corporation (including its successors and assigns, “MSAH” or “Registrant” or “Company”); Hero Capital Profits Limited, a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “HCP”), Weifang Xinsheng Food Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“Xinsheng”), and the shareholders of Xinsheng (the “Xinsheng Shareholders”) entered into a Plan of Exchange (the “POE” or “Agreement”) for the 100% acquisition of HCP by MSAH.

The terms and conditions of the POE is discussed further in Item 2.01 of this Current Report on Form 8-K.

The POE is attached hereto as Exhibit 10.1.

Item 2.01                      Completion of Acquisition or Disposition of Assets

Plan of Exchange

The POE was executed on August 20, 2009 by and among MSAH, HCP, and Xinsheng. According to the Agreement, the capital of MSAH consists of 175,000,000 authorized shares of Common Stock, par value $.001, of which 201,962 were issued and outstanding at the time of signing. The capital of HCP consists of 50,000 authorized Ordinary Shares, par value $1.00, of which 1 share is currently issued and outstanding.

Under the terms of the POE, MSAH shall acquire one hundred percent (100%) of the issued and outstanding share capital of HCP from the HCP Shareholders in exchange for a new issuance 32,800,000 shares of common stock of MSAH and the simultaneous transfer of 3,535,000 shares of MSAH Preferred Stock to the HCP shareholders, held in the name of the Northeast Nominee Trust (Duane Bennett, President of MSAH as trustee).

The POE states that HCP and MSAH shall have secured shareholder approval for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents and the board of directors of each of HCP and MSAH shall have approved the transaction and the Agreement, in accordance with the laws of its place of incorporation and its constituent documents. Each party shall have furnished to the other party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction. If either party determines that there is a reason not to complete the POE as a result of their due diligence examination, then they must give written notice to the other party prior to the expiration of the due diligence examination period. Subsequent to closing of the POE, MSAH shall beneficially own 100% of the issued and outstanding shares of HCP.  Immediately upon the Closing date (as defined in the POE), MSAH shall issue to the HCP shareholders 32,800,000 new investment shares of MSAH Common Stock and simultaneously transfer 3,535,000 shares of MSAH Preferred Stock to the HCP shareholders, held in the name of the Northeast Nominee Trust (Duane Bennett, President of MSAH as trustee), in exchange for 100% of the capital stock of HCP, which will give the HCP shareholders an interest in MSAH representing 99.38% of the issued and outstanding shares, after closing. MSAH and HCP shall reorganize, such that MSAH shall acquire 100% the capital stock of HCP, and HCP shall become a wholly-owned subsidiary of MSAH. Within 60 days upon the effective date of the Plan, MSAH shall issue 32,800,000 new investment shares of Common Stock of MSAH to the HCP shareholders. Xinsheng is currently a wholly-owned subsidiary of HCP and after the post share exchange, Xinsheng will become a wholly-owned indirect subsidiary of MSAH operating under the name “Weifang Xinsheng Food Co., Ltd.” a Company organized and existing under the laws of the People’s Republic of China.

Description of MRSV Business

We were incorporated on February 8, 2000 under the laws of the State of Nevada.  From the beginning of 2003 until December 31, 2007 we had no operations and no assets.  We were a dormant company with no revenues.  Subsequent to December 31, 2007 we began operating in the real estate industry and engaged in the business of buying, selling, renting, and improving real estate. Over the last year we have been engaged in buying and selling real estate and managing 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 owned this property through our 100% stock ownership in Phillips Real Estate Services, Inc. which owns 68-70 Cochran Street.

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, totaled $4,465 per month according to the rent roll.  Lessard Property Management had a contract with us to manage the 472 Front Street lease, and their fee for doing so was 8% of the collected rent, or $150 per project, whichever is greater.  

On December 18, 2008, we sold the property at 472 Front Street in Chicopee, MA to Moose Creek Realty, LLC of 90 Maple Street, South Hampton, 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 Montgomery Real Estate Service, Inc. (“Buyer”).

Pursuant to the Stock Purchase Agreement dated October 29th, Pablo Torres sold 20,000,000 shares 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 and Philips became a wholly owned subsidiary of the Buyer.

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.

Subsequent to the POE, the Registrant will no longer be engaged in the business of buying and selling real estate.

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Description of Hero Capital Profits Limited Business

Hero Capital Profits Limited was incorporated in the British Virgin Islands under the BVI Business Companies Act on March 26, 2002. HCP serves as the parent company of Weifang Xinsheng Food Co., Ltd. (“Xinsheng”), a Company organized and existing under the laws of the Peoples’ Republic of China. Xinsheng is a wholly owned foreign enterprise established in 1998. It is located in Linghe Town, Anqiu City, Shandong Province, PRC and was originally formed as joint venture between a Japanese shareholder and our President Mr. Liu.  On January 20, 2006 the interest in Xinsheng  was transferred to HCP in exchange for a cash payment to the shareholders proportionate to their ownership interest.

Xinsheng’s major business focuses on the production and processing of fresh vegetables, including ginger, onion, garlic and leek. Xinsheng strives to provide high quality products to their customers. Xinsheng has 110,000 square meters of factor space and utilizes 3.335 million square meters of farm land, which is one of the largest ginger farm lands in the region. Xinsheng is ISO9002 compliant and meets HACCP food safety standards. All of Xinsheng’s farm land has been certified by the Organic Crop Improvement Association and have met the Japan Agricultural Standards for production of organic foods. Xinsheng’s processing factory has also met the requirement of the British Retail Consortium Global Food Standard and the TESCO, a UK supermarket, food safety standards. Under Xinsheng’s close monitoring and supervision program, they believe they can ensure that all products produced are in compliance with food safety standards from around the world.

According to a statistical survey published by the United Nation Food and Agriculture Organization in June 2008, China produced around 285,000 tons of ginger in 2007 of which around 150,000 tons were exported.

In 2008 and thus far in 2009, Xinsheng has produced 26,000 tons, which equals around one-tenth of total China production and one-sixth of total China export (based on the 2007 numbers).

Our Products

Fresh Vegetables

Ginger                                                      Burdock

Onion                                                       Leeks

Peeled Garlic

Frozen Vegetables

Peeled Ginger                                         Diced Garlic

Diced Ginger                                           Garlic Puree

Ginger Puree Cubes                                Garlic Puree Cubes

Ginger Puree                                            Diced Onion

Ginger Slice                                             Peeled Garlic

Our customers

After years of building up its reputation, Xinsheng has earned trust from customers around the world. Our customers include one of the world’s largest chain supermarkets in Europe and a substantial ingredient producer in Japan. Our customers are based all over the world including the UK and North America.

Our social responsibility

As an agent of social and economic development, we realize the importance of sustaining village development. We hire and train the local workforce hoping to help raise the overall level of community prosperity.

Competition

We compete primarily with other farms in the Anqui district where we have over 3.335 million square meters of farm land:

Anqiu Food Export Trading Co., Ltd

This company has around 1.13 million square meters of farmland and grows asparagus, strawberries and peanuts. They not only produce these vegetables but also poultry-related products such as chicken and beef.  Their estimated annual revenue is around RMB200 million. Their major markets are North America, the European Union and Japan. They exported around 800 tons of ginger in 2008, around 0.5% of China’s total export share (based on 2007 numbers).

Anqiu Fuhua Food Co., Ltd

This is a Japanese-owned company. They have around 1.03 million square meters of farmland that grows ginger, carrots and cabbage. Their products include dehydrated vegetables, preserved ginger and vegetable juice. Their estimated annual revenue is around RMB120 million. All of their products are exported to Japan. They exported around 2,000 tons of ginger in 2008, around 1.3% of China’s total export share (based on 2007 numbers).

Anqiu Dadi Food Co., Ltd.

This company has around 0.6 million square meters of farmland and grows ginger, carrots and garlic. Their major products are fresh ginger, dice carrots and mesh garlic with estimated annual turnover of RMB20 million. Their major markets are Korea and Japan. They exported around 2,000 tons of ginger in 2008, around 1.3% of China’s total export share (based on 2007 numbers).

Anqiu Huanghe Food Co., Ltd.

This is a Japanese-owned company with around 0.53 million square meters of farmland. They grow ginger and other types of vegetables. All of their products are exported back to their holding company in Japan. Their major products include preserved ginger, vegetables and seasoning agents. They exported around 3,000 tons of ginger in 2008, around 2% of China’s total export share (based on 2007 numbers).

Competitive Advantages

Our major competitive advantage is that we have over 3.335 million square meters of farmland with annual turnover of over USD11 million (RMB75 million). We export 26,000 tons of ginger, around 17% of China’s total export share. Other competitive advantages include:

·   Small local producers are unable to meet the strict export requirements but Xinsheng can meet those requirements;

·   Overseas customers are willing to pay a high premium to obtain a safety assurance from us;

·   Relatively low labour cost in China as compared to other developing countries;

·   The Company is situated in Weifang, a major farming region based in Shandong province, China;

·   Local governments have made inspections stricter and have recently rejected sub-standard exporters but Xinsheng complies with the highest safety standards;

·   Local governments have tightened the export license renewal procedures on local producers;

·   The current market and stricter government regulation will allow responsible producers, like Xinsheng to develop at a faster rate; and

·   The demand for China’s frozen vegetables remains strong, thus Xinsheng’s demand remains strong

Growth Strategy

To satisfy our customers' growing demand, Xinsheng plans to expand farmland from the existing 3.335 million square meters to 8.67 million square meters over the next few years.

The current market size is estimated over US$1 billion turnover and around 30% - 40% growth rate per annum. Xinsheng aims to be the largest exporter in China and is determined to capture over 50% of China’s export market shares. The market tends to prefer a more organic and healthy product. Xinsheng therefore is keen to increase its share of sales in this product mix. Our Short-term opportunity is to increase production capacity to satisfy customer’s demand. Our Long-term opportunity is to make efficient use of China’s resources of low cost labour and operating costs to increase market share.

Existing Facilities and Property Owned

Presently, Xinsheng operates out of a 110,000 square meters factory and utilizes 3.335 million square meters of farm land. The factory and farm land are located in Linghe Town, Anqiu City, Shandong Province, PRC.  The lease agreement and farm undertaking agreements are attached as Exhibit 10.2 and 10.3.

Intellectual Property

Xinsheng has no patents, copyrights, or registered trademarks.

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Customers

Xinsheng’s sales do revolve around a few major customers. The following table depicts our top five customers and ther percentage of current sales for the year 2009.

Top 5 customers for the year 2009

(Total sales revenue as per our audited report: US$11,404,328)

Customers			Revenues
1. Lee Mas Ahiro Qingdao Int'l Co., Ltd		US$		3,116,065	27%
2. Qingdao Wo International Trading Co., Ltd		US$		2,360,222	21%
3. Shandong Tongtai International Trading Ltd		US$		1,562,463	14%
4. JDM Ingredients Limited		US$		1,198,702	10%
5. Dalin Anda Import & Export Co., Ltd		US$		871,637	8%
	Total:	US$		9,109,089	80%

Geographic Segmentation of our Customer base:

Market	% of revenue contribution
Japan		35	%
UK		30	%
China		15	%
Netherlands		5	%
Vietnam		5	%
US		10	%
Total		100	%

Regulation

There is no specific law and regulation governing the industry which Xinsheng performs in.

Legal Proceedings

The Company is not aware of any significant pending legal proceedings against it.

Employees

Xinsheng:

Department                                           Number of Employees Within Department

Finance                                        4

Administration                            6

Sales                                           13

Production                                 46

Total                                           69

HCP:

Currently HCP has no significant employees.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. To the extent that any statements made in this Report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.  Such risks and uncertainties are outlined in “Risk Factors” and include, without limitation, MSAH’ ability to raise additional capital to finance its activities; the effectiveness, profitability, and the marketability of its products; legal and regulatory risks associated with the Agreement; the future trading of the common stock of MSAH; the ability of MSAH to operate as a public company; its ability to protect its proprietary information; general economic and business conditions; the volatility of its operating results and financial condition; its ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in its filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this Report is included based on information available to MSAH that it believes is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. MSAH has not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. MSAH does not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

Management’s Discussion and Analysis or Plan of Operations

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Special cautionary statement concerning forward-looking statements” and “Risk factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not significantly affected by inflation.

The MD&A discussion set forth below is based on the audited financial statements of HCP as of June 30, 2009 and 2008 and the related statements of operations, shareholders' equity and cash flows for years ending June 30, 2009 and 2008. A copy of these financial statements is attached as Exhibit 99.1 hereto.

For the Years Ended June 30, 2009 and 2008

Sales:	$	11,404,328	$	3,002,468
Cost of Goods Sold:	$	7,998,951	$	2,331,488
Operating Expenses:	$	701,356	$	184,234
Income from Operations:	$	2,704,022	$	486,745
Other Income:	$	40,478	$	32,936
Income Taxes:	$	0	$	0
Net Income:	$	2,744,500	$	519,682
Other Comprehensive Income:	$	5,941	$	101,958
Total Comprehensive Income:	$	2,750,441	$	621,640

Results of Operations for the years ended June 30, 2009 and 2008

The following discussion should be read in conjunction with the audited financial statements included in this report and is qualified in its entirety by the foregoing.

Revenues (for the years ended June 30, 2009 and 2008).

Net revenues were $11,404,328 and $3,002,468 for the years ended June 30, 2009 and 2008, respectively. The sales revenues were due primarily to the sales of our frozen and fresh vegetables. The increase in revenues was due to our expanding business, our marketing strategy, our customer loyalty, and the quality of our product and service.

Cost of Sales (for the years ended June 30, 2009 and 2008).

Cost of sales primarily includes cost of sales to harvest and maintain our vegetables. During the year ended June 30, 2009, we had cost of revenues of $7,998,951, or approximately 70.13% of revenues, versus cost of revenues of $2,331,448, or approximately 77.65% of revenues for the year ended June 30, 2008. The cost of sales as a percentage of revenue decreased due the large increase in sales and the more efficient use of supplies.

Expenses (for the years ended June 30, 2009 and 2008).

Operating expenses for the year ended June 30, 2009 were $701,356 compared to operating expenses of $184,234 for the year ended June 30, 2008. The increase in operating expenses was due to the increase in the sales and marketing expenses of $330,149, additionally increased by the increase in general and administrative expenses of $186,973.

Income Taxes (for the years ended June 30, 2009 and 2008).

We had an income tax expense in the amount of $0 and $0 for the years ended June 30, 2009 and 2008, respectively.

Income/Losses (for the years ended June 30, 2009 and 2008).

We had a net income of $2,744,500 and $519,682 for the years ended June 30, 2009 and 2008, respectively. The net income in these periods was due primarily to sales of our fresh and froze vegetables. Our net income is a function of revenues, cost of sales and other expenses as described above. The increase in net income is attributable to our expanding business, our marketing strategy, our customer loyalty, and the quality of our product and service.

Impact of Inflation.

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

Liquidity and Capital Resources

As of June 30, 2009 and 2008, cash and cash equivalents totaled $86,408  and $136,219, respectively.

The working capital for the years ended June 30, 2009 and 2008 amounted to $3,567,393 and 1,166,401, respectively. Net cash provided by operating activities for the years ended June 30, 2009 and 2008 amounted to $481,862 and $20,677, respectively. Net cash used in investing activities for the years ended June 30, 2009 and 2008 amounted to $(386,139) and $0, respectively. Net cash provided by financing activities for the years ended June 30, 2009 and 2008 amounted to $(146,053) and $0, respectively.

Overall, we have funded all of our cash needs and no significant amount of our trade payables has been unpaid within the stated trade term. We are not subject to any unsatisfied judgments, liens or settlement obligations.

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Risk Factors

An investment in our common stock being offered for resale by the selling shareholders is very risky. You should carefully consider the risk factors described below, together with all other information in this prospectus before making an investment decision. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risk Factors Regarding MSAH

There is no liquid trading market for MSAH shares of common stock.

There has never been a liquid public trading market in MSAH common stock and no such liquid trading market is expected to develop in the immediate future. MSAH common stock is not a suitable investment for investors who require liquidity. There can be no assurance that a significant public market for MSAH will develop or be sustained. Thus, there is a risk that you may never be able to sell your shares.

MSAH does not intend to pay any dividend for the foreseeable future.

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

MSAH has incurred losses from operations and limited cash that raises substantial doubt as to whether MSAH can continue as a going concern.

As of December 31, 2008, our accumulated deficit was $156,913.  Our cash flows provided by (used in) operations were $(52,655) and $(17,834) for the years ended December 31, 2008 and December 31, 2007, respectively.  At December 31, 2007, our accumulated deficit was $22,431. We have incurred losses from operations and limited cash that raises substantial doubt as to whether we can continue as a going concern

If MSAH loses the services of a number of key employees, their business could suffer.

Our success is highly dependent upon the continued services of Eddie Cheung, who is CEO of MSAH.  We do not have a written employment agreement with Mr. Cheung but intend to execute one. The loss of his services would have a material adverse effect on MSAH and subsequently Xinsheng’s business. There can be no assurances that MSAH would be able to replace this executive in the event his services become unavailable.  MSAH does not have any key-man life insurance on any of their employees.

MSAH may need to issue more stock, which could dilute your stock.

If MSAH does not have enough capital to meet future capital requirements, they may need to conduct additional capital-raising in order to continue operations.  To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to shareholders and/or increased debt service commitments.  Accordingly, if MSAH issues additional stock, it could reduce the value of your stock.

The application of the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the "penny stock" rules. The "penny stock" rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser's written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.

Our common shares are thinly traded and, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained.

Our common shares have historically been sporadically or "thinly-traded" on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded “float” and lack of current revenues that could lead to wide fluctuations in our share price. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes, additions or departures of our key personnel, as well as other items discussed under this "Risk Factors" section, as well as elsewhere in this Current Report. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

6

BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.

BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against MSAH’s judgments of courts in the United States based on certain liability provisions of U.S. securities law and to impose liabilities against it, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.

Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize a foreign judgment as the basis for a claim at common law in the British Virgin Islands provided:

    •           the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

    •           the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

    •           in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

    •           recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and

    •           the proceedings pursuant to which judgment was obtained were not contrary to natural justice. 

Risk Factors Regarding Xinsheng, subsidiary of HCP

Competition In The Global Market Could Negatively Impact Our Financial Results.

We operate in a competitive international environment in all of our operating segments. Pricing or product strategies pursued by competitors could negatively impact our financial results.  Increased competition from either domestic or foreign paper producers provides alternatives to the company's products. Increases in competitive production capacity, can result in sales declines from reduced shipment volume and/or lower net selling prices in order to maintain shipment volume.

Continued Adverse Developments In General Business And Economic Conditions Could Have An Adverse Effect On The Demand For Our Products And Our Financial Condition And Results Of Operation.

General economic conditions may adversely affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, and consumer confidence, all of which impact demand for our products. In addition, continued volatility in the capital and credit markets, which impacts interest rates, currency exchange rates and the availability of credit could have a material adverse effect on our business, financial condition and our results of operations.

Material Disruptions At One Of Our Manufacturing Facilities Could Negatively Impact Our Financial Results.

We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial results. Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

• unscheduled maintenance outages;

• prolonged power failures;

• an equipment failure;

• a chemical spill or release;

• explosion of a boiler;

• the effect of a drought or reduced rainfall on its water supply;

• labor difficulties;

• disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

• fires, floods, earthquakes, hurricanes or other catastrophes;

• terrorism or threats of terrorism;

• domestic and international laws and regulations applicable to our Company and our business partners, including joint venture partners, around the world; and

• other operational problems.

Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If one of these machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our financial results.

We Have Been Dependent on Certain Customers

Our top five customers account for 77.3% of sales. The loss of these customers could have a material adverse effect on sales and, depending on the significance of the loss, our results of operations, financial condition or cash flows.

We compete in an industry characterized by rapid changes in consumer preferences, so our inability to continue developing products to satisfy our consumers’ changing preferences would have a material adverse effect on our sales volumes.

A decline in the consumption of our products could occur as a result of a change in consumer preferences, perceptions and spending habits at any time. Future success will depend partly on our ability to anticipate or adapt to such changes and to offer, on a timely basis, products that meet consumer preferences. Our failure to adapt our product offering to respond to such changes may result in reduced demand and lower prices for our products, resulting in a material adverse effect on our sales volumes, sales and profits.

Our current market distribution and penetration is limited as compared with the potential market and so our initial views as to customer acceptance of a particular product can be erroneous, and there can be no assurance that true market acceptance will ultimately be achieved. In addition, customer preferences are also affected by factors other than taste. If we do not adjust to respond to these and other changes in customer preferences, our sales may be adversely affected.

PRC food hygiene and safety laws may become more onerous, which may adversely affect our operations and financial performance and lead to an increase in our costs which we may be unable to pass on to our customers.

Operators within the PRC vegetable industry are subject to compliance with PRC food hygiene and safety laws and regulations. Such laws and regulations require all enterprises engaged in the production of vegetable based products to obtain a hygiene license. They also set out hygiene standards with respect to food and food additives, packaging and containers, labeling on packaging as well as hygiene requirements for food production and sites, facilities and equipment used for the transportation and the sale of food. Failure to comply with PRC food hygiene and safety laws may result in fines, suspension of operations, loss of hygiene license and, in certain cases, criminal proceedings against an enterprise and its management. Although we are in compliance with current PRC food hygiene and safety laws and regulations, in the event that such laws and regulations become more stringent or widen in scope, we may fail to comply with such laws, or if we comply, our production and distribution costs may increase, and we may be unable to pass these additional costs on to our customers.

7

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Because substantially all of our earnings and cash assets are denominated in RMB fluctuations in the exchange rate between the U.S. dollar and the RMB will affect the relative purchasing power of our monies, our balance sheet and our earnings per share in U.S. dollars. In addition, appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Since July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

Seasonality and Quarterly Fluctuations

The Xinsheng’s operations are affected by the growing cycle of the vegetables it processes and grows. The Xinsheng’s business can be positively or negatively affected by weather conditions nationally and the resulting impact on crop yields. Favorable weather conditions can produce high crop yields and an over-supply situation in a given year. This over-supply typically will result in depressed selling prices and reduced profitability to the Xinsheng on the inventory produced from that year’s crops. Excessive rain or drought conditions can produce low crop yields and a shortage situation. This shortage typically will result in higher selling prices and increased profitability to the Xinsheng. While the national supply situation controls the pricing, the supply can differ regionally because of variations in weather. Because many of the raw materials processed by the Xinsheng are agricultural crops, production of products using these crops is predominantly seasonal.

Adverse weather conditions, natural disasters, pestilences and other natural conditions can affect crops and other inputs, which can adversely affect our operations and our results of operations.

Vegetable farming is vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes and pestilences. Adverse weather conditions may be impacted by global warming and other factors. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of storing raw materials if harvests are accelerated and processing capacity is unavailable, or interrupt or delay our production schedules if harvests are delayed. Competing manufacturers may be affected differently by weather conditions and natural disasters depending on the location of their supplies or operations. If our supplies of raw materials are reduced, we may not be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations.

Xinsheng may have difficulty managing potential growth.

Xinsheng could experience a period of significant expansion and they anticipate that further expansion will be required to address potential growth in customer base and market opportunities.  Any expansion is expected to place a significant strain on management, operational and financial resources. At the present time, Xinsheng expects it will be required to increase the number of employees during the current fiscal year.  To manage the expected growth of operations and personnel, Xinsheng will be required to improve existing and implement new transaction processing, operational and financial systems, procedures and controls, and to expand, train and manage the growing employee base.  Xinsheng also will be required to expand finance, administrative and operations staff.  Further, Xinsheng may be required to enter into relationships with various strategic partners necessary to business.  There can be no assurance that the current and planned personnel systems, procedures and controls will be adequate to support the future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities.  Xinsheng’s failure to manage growth effectively could have a material adverse effect on business, results of operations and financial condition.

If appropriate opportunities present themselves, Xinsheng intends to acquire technologies, services or products that they believe are strategic.  The process of integrating an acquired technology, service or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of business.  Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

Further, acquisitions of technologies, services or products could result in potentially the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect business, results of operations and financial condition.  Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to Xinsheng, or at all, and such financing, if available, might be dilutive.

Xinsheng’s business plan is based, in part, on estimates and assumptions which may prove to be inaccurate and accordingly their business plan may not succeed.

The discussion of the business incorporates management’s current best estimate and analysis of the potential market, opportunities and difficulties that Xinsheng faces.  There can be no assurances that the underlying assumptions accurately reflect opportunities and potential for success.  Competitive and economic forces on marketing, distribution and pricing of products make forecasting of sales, revenues and costs extremely difficult and unpredictable.

Adverse changes in economic policies of the People’s Republic of China (“PRC”) government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for Xinsheng’s services and materially adversely affect its business.

All of Xinsheng’s assets are located in and all of its revenue is sourced from the PRC. Accordingly, Xinsheng’s business, financial condition, results of operations and prospects will be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.

The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on Xinsheng. For example, Xinsheng’s operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to it.

If shareholders sought to sue HCP or Xinsheng officers or directors, it may be difficult to obtain jurisdiction over the parties and access to the assets located in the PRC.

Because HCP and Xinsheng’s officers and directors will reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against such officers and directors by shareholders in the United States. It also is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws. Furthermore, because substantially all of HCP and Xinsheng’s assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against then in U.S. court.

Declining economic conditions could negatively impact our business

Our operations are affected by local, national and worldwide economic conditions.  Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets generally.  In recent weeks, this volatility and disruption has reached unprecedented levels.  The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predicted, a lower level of economic activity might result in a decline in energy consumption, which may adversely affect the price of oil, liquidity and future growth.  Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.

8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Our current executive officers and directors have not and do not receive any compensation and have not received any restricted shares awards, options or any other payouts.

There are currently no employment agreements between Xinsheng and HCP and its executive officers and directors. We anticipate that the new executive officers and directors will execute employee agreements after Closing.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the Company in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.

As of August 20, 2009 MRSV had 201,962 shares of Common Stock issued and outstanding out of 175,000,000 authorized shares of Common Stock.

As of August 20, 2009 we had 3,700,000 shares of Preferred Stock issued and outstanding out of 25,000,000 authorized shares of Preferred Stock.

The classes of equity securities of MRSV issued and outstanding are Common Stock, $.001 par value, and Preferred Stock, $.001 par value. The table on the following page sets forth, as of August 20, 2009, certain information with respect to the Common Stock and Preferred Stock beneficially owned by (i) each Director, nominee and executive officers of MRSV; (ii) each person who owns beneficially more than 5% of the Common Stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 201,962 shares of Common Stock outstanding and 3,700,000 shares of Preferred Stock as of August 20, 2009.

OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF AUGUST 20, 2009

Before Reverse Split and Closing of the Plan of Exchange

Security Ownership of Certain Beneficial Owners for Common Stock (1)(2)

Name and Address of Beneficial Owner	Amount and Nature of Ownership	Percentage of Class
Northeast Nominee Trust 191 Chestnut Street, Springfield, MA  01103	1,500,000 (3) Indirect	7.43%
Dominican Land Trust 191 Chestnut Street, Springfield, MA 01103	1,750,000 Indirect	8.66%
Duane Bennett 191 Chestnut Street, Springfield, MA 01103	2,800,000 Direct	13.86%
Ron Campbell 1117 Merritt Street, Old Hickory, TN 37138	1,158,000	5.73%

Notes to the table:

(1)                      Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)           This table is based upon information obtained from our stock records. We believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

(3)           The 1,500,000 shares are owned in the name of the Northeast Nominee Trust, of which Mr. Bennett is the sole trustee.  Mr. Bennett controls the voting and dispositive power for the shares held by the Northeast Nominee Trust, and he has a fiduciary duty to the beneficiaries of the Trust, who are his children, to act in their best interests with respect to the Northeast Nominee Trust.  

Security Ownership of Certain Beneficial Owners for Preferred Stock

Name and Address of Beneficial Owner	Preferred Stock Beneficially Owned[1]			Percent of Class
Northeast Nominee Trust 191 Chestnut Street Springfield, MA 01103		3,600,000	(3)	97.3%
Greentree Financial Group, Inc. 7951 Southwest Sixth Street Suite 216 Plantation, Florida 33324		100,000		2.7%

Notes to the table:

[1] Based on 3,700,000 issued and outstanding shares of preferred stock, convertible on a 10 for 1 basis.

After Reverse Split and Closing of the Plan of Exchange

Security Ownership of Certain Beneficial Owners of Common Stock

Name and Address of Beneficial Owner	Common Stock Beneficially Owned[1]		Percent of Class
Eddie Cheung [2] Unit 1005, 10/F, Tower B Hunghom Commercial Centre 37 Ma Tau Wai Road, Hunghom Kowloon, Hong Kong		32,800,000	99.38%

Notes to the table:

[1] Based on 33,001,962 (20,196,200 divided by 100 for the reverse split then added to the issuance of 32,800,000 post split shares pursuant to the POE) issued and outstanding shares of common stock after the Reverse Split and Closing of the Plan of Exchange

[2] Eddie Cheung is President, CEO, and Director of HCP.  Pursuant to a nominee agreement executed in China, Mr. Cheung will hold his shares for the benefit of Mr. Liu Shi Li, our

President.  Although Mr. Cheung is the record holder of these shares, Mr. Liu is the beneficial owner who controls all voting rights and privileges in the stock.

Security Ownership of Certain Beneficial Owners of Preferred Stock

Name and Address of Beneficial Owner	Preferred Stock Beneficially Owned[1]			Percent of Class
Eddie Cheung [2] Unit 1005, 10/F, Tower B Hunghom Commercial Centre 37 Ma Tau Wai Road, Hunghom Kowloon, Hong Kong		3,535,000		95.54%
Duane Bennett 191 Chestnut Street Springfield, MA 01103			65,000	0.00%
Greentree Financial Group, Inc. 7951 Southwest Sixth Street Suite 216 Plantation, Florida 33324			100,000	2.7%

Notes to the table:

[1] Based on 3,700,000 issued and outstanding shares of preferred stock, convertible on a 10 for 1 basis.

[2] 5,535,000 shares transferred from Duane Bennett to Eddie Cheung pursuant to the POE.  Eddie Cheung is President, CEO, and Director of HCP.  Pursuant to a nominee agreement executed in China, Mr. Cheung will hold his shares for the benefit of Mr. Liu Shi Li, our President.  Although Mr. Cheung is the record holder of these shares, Mr. Liu is the beneficial owner who controls all voting rights and privileges in the stock.

9

Directors and Executive Officers

A list of officers and directors of Man Shing Agricultural Holdings, Inc. appears below. The directors of MSAH are elected annually by the shareholders. The officers serve at the request of the Board of Directors. The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Company as Directors, including, but not limited to attendance at any annual or special meeting of the Board.  There are no employment contracts to compensate the officers and directors.

Name                                                      Age                                Title

Liu Shi Li                                                42                                 President

Eddie Cheung                                          39                                Chief Executive Officer             

Kenny Chow                                            40                                Chief Financial Officer

Mr. Peter Cho                                         33                                Independent Director

Mr. Yang Ji                                              33                                Independent Director

President - Mr. Liu Shi Li

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. He then created Weifang Wanxin Food Co., Ltd in 1996. Mr. Liu became a Chairman of Weifang Xinsheng Food Co., Ltd in 1998. He graduated in 1991 from Shandong Economic University.

CEO - Mr. Eddie Cheung

Mr. Cheung has over 15 years of experience in corporate finance and private equity investments. He began his career with PricewaterhouseCoopers Hong Kong in 1993 before he set-up his own consulting business to provide due diligence, investment and IPO advisory services for Chinese enterprises. Mr. Cheung became Chief Executive Officer of Weifang Xinsheng Food Co., Ltd in 2008. Mr. Cheung graduated in 1993 from Cardiff Business School, University of Wales in the United Kingdom with a degree in Accounting.

CFO - Mr. Kenny Chow

Mr. Chow has over 15 years of experience in finance and accounting working both for PricewaterhouseCoopers Hong Kong and various public companies listed on the Hong Kong Stock Exchange. After he has finished his career with PricewaterhouseCoopers Hong Kong, Mr. Chow became Chief Financial Officer of Weifang Xinsheng Food Co., Ltd in 2009. Mr. Chow obtained his Master of Corporate Governance degree from The Hong Kong Polytechnic University. Mr. Chow obtained his Bachelor of Commerce Degree from The Australian National University in Australia.

Independent director - Mr. Peter Cho (Age 33)

Mr. Cho Chun Wai, Peter has been working in the accounting and finance field for various companies for more than ten years. Mr. Cho is currently working for a Hong Kong listed company as the Finance Manager and an Independent Non-Executive Director of another Hong Kong listed company. Mr. Cho obtained his Master Degree of Corporate Finance and Bachelors Degree in Accounting from The Hong Kong Polytechnic University. He is a qualified accountant and a fellow member of the Hong Kong Institute of Certified Public Accountants (HKICPA). He is also a part-time tutor at Hong Kong Open University and a workshop facilitator and marketer of the "Qualification Program" which is held by HKICPA.

Independent director - Mr. Yang Ji (Age 33)

Mr. Yang Ji is a Certified Information System Auditor ("CISA") and a member of the Institute of Internal Auditors ("IIA"). Mr. Yang obtained his bachelors degree in Accounting, Finance and Economics from the University of Essex in the United Kingdom. Mr. Yang has over 10 years of professional experience gained from providing financial and operational advisory services for the top 10 international accounting firms. Mr. Yang’s experience includes Merger & Acquisition advisory to industries covering Trading, Chemical, Manufacturing, Pharmaceutical and Internet Services. He has also provided risk management, internal control, operational and cost control advisories to companies listed in the US, Europe, Korea, Singapore, China and Hong Kong.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control persons of our company has been involved during the last five years in any of the following events that are material to an evaluation of his ability or integrity:

· Bankruptcy petitions filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

· Conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

· Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring or suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or

· Being found by a court of competition jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Meetings of Our Board of Directors

The Registrant’s Board of Directors took all actions by unanimous written consent without a meeting during the fiscal year ended June 30, 2009. HCP’s Board of Directors held no formal meetings during the period commencing on January 1, 2009 and ending on August 20, 2009.

Board Committees

Audit Committee. The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee. The Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

The Board authorized the issuance of up to 2,000,000 shares of the common stock to certain employees, officers, directors and consultants of the Registrant.  The plan was filed as Exhibit 10.1 to the Registration Statement on Form S-8 filed on November 4, 2008 under the Securities Act of 1933 which is incorporated by reference. The Company issued 500,000 shares to Duane Bennett, and 500,000 to Greentree Financial Group Inc. pursuant to the November 4, 2008 plan.

10

Executive Compensation

Summary Compensation Table

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

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year As of August 20, 2009	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compensa- tion Earnings ($)	All Other Compensa- tion ($)	Total ($)
Liu Shi Li President	2009	-	-	-	-	-	-	-	-
Eddie Cheung CEO	2009	-	-	-	-	-	-	-	-
Kenny Chow CFO	2009	-	-	-	-	-	-	-	-
Peter Cho Independent Director	2009	-	-	-	-	-	-	-	-
Yang Ji Independent Director	2009	-	-	-	-	-	-	-	-
Duane Bennett Former President & Director	2009 2008 2007	- - -	- - -	- 20,000 -	- - -	- - -	- - -	- - -	- 20,000 -

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended December 31, 2008.

During the year ended December 31, 2008, none of the named executive officers exercised any stock options.

Employment Agreements

The Company has no employment agreements with any of its employees.

Equity Compensation Plan Information

The Board authorized the issuance of up to 2,000,000 shares of the common stock to certain employees, officers, directors and consultants of the Registrant.  The plan was filed as Exhibit 10.1 to the Registration Statement on Form S-8 filed on November 4, 2008 under the Securities Act of 1933 which is incorporated by reference. The Company issued 500,000 shares to Duane Bennett, and 500,000 to Greentree Financial Group Inc. pursuant to the November 4, 2008 plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

Certain Relationships and Related Transactions

Pursuant to the terms of the POE executed on August 20, 2009 by and among MSAH, HCP, and Xinsheng certain transactions have been negotiated which will likely provide substantial consideration and monetary gain to Duane Bennett and/or the Northeast Nominee Trust to which Duane Bennett is the sole trustee.  We have a policy in place whereby we require the board of directors’ approval for material related party transactions. Mr. Bennett, as sole director, may approve all material related party transactions, including transactions in which he is a party.  However, as trustee for the Company’s majority shareholder, the Northeast Nominee Trust, Mr. Bennett has a fiduciary duty to act in the best interests of the Northeast Nominee Trust beneficiaries, his children.  We believe that all of our related party transactions were done on terms that would have been similar if we conducted them with unrelated third parties.

Under the terms of the POE, MSAH shall acquire one hundred percent (100%) of the issued and outstanding share capital of HCP from the HCP Shareholders in exchange for a new issuance 32,800,000 shares of common stock of MSAH and the simultaneous transfer of 3,535,000 shares of MSAH preferred stock to the HCP shareholders, held in the name of the Northeast Nominee Trust (Duane Bennett, President of MSAH as trustee).

The POE states that HCP and MSAH shall have secured shareholder approval for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents and the board of directors of each of HCP and MSAH shall have approved the transaction and the Agreement, in accordance with the laws of its place of incorporation and its constituent documents. Each party shall have furnished to the other party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction. If either party determines that there is a reason not to complete the POE as a result of their due diligence examination, then they must give written notice to the other party prior to the expiration of the due diligence examination period. Subsequent to closing of the POE, MSAH shall beneficially own 100% of the issued and outstanding shares of HCP.  Immediately upon the Closing date (as defined in the POE), MSAH shall issue to the shareholders of HCP 32,800,000 new investment shares of MSAH Common Stock and simultaneously transfer 3,535,000 shares of MSAH Preferred Stock to the HCP shareholders, held in the name of the Northeast Nominee Trust (Duane Bennett, President of MSAH as trustee), in exchange for 100% of the capital stock of HCP, which will give the HCP shareholders an interest in MSAH representing 99.38% of the issued and outstanding shares, after closing. MSAH and HCP shall reorganize, such that MSAH shall acquire 100% the capital stock of HCP, and HCP shall become a wholly-owned subsidiary of MSAH. Within 60 days upon the effective date of the Plan, MSAH shall issue 32,800,000 new investment shares of Common Stock of MSAH to the HCP shareholders. Xinsheng is currently a wholly-owned subsidiary of HCP and after the post share exchange, Xinsheng will become a wholly-owned indirect subsidiary of MSAH operating under the name “Weifang Xinsheng Food Co., Ltd.” a Company organized and existing under the laws of the People’s Republic of China.

In 2009, we issued 2,300,000 common shares to Duane Bennett for his services to the Company as President.  These shares were valued at $.04 as of the date of issuance, yielding an aggregate expense of $92,000. 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.

In 2009, we issued 1,500,000 common shares to Northeast Nominee Trust, Duane Bennett trustee, for his services to the Company as President.  These shares were valued at $.04 as of the date of issuance, yielding an aggregate expense of $60,000. 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.

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Description of Securities

Market For MSAH Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Our common stock is traded the Over-The-Counter Bulletin Board under the symbol “MRSV.” The Over-The-Counter Bulletin Board is a quotation medium for subscribing members only. And only market makers can apply to quote securities on the Over-The-Counter Bulletin Board. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common stock as reported on the Electronic Bulletin Board for the periods indicated.

2009                                                                                                                                            
60;                   High                  Low           

Quarter Ended June 30, 2009                                                                                                                     $    .01                 $ .01

Interim period Ending August 20, 2009                                                                                                    $    .04                 $ .01

*Our stock commenced trading on April 29, 2009

A shareholder in all likelihood, therefore, will not be able to resell their securities should he or she desire to do when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

Shares Eligible for Future Sale

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for at least six months may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Common and Preferred Stock

We are authorized to issue 175,000,000 shares of common stock and 25,000,000 shares of preferred stock, each with a par value of $.001 per share. The preferred shares are convertible into common shares on a one for ten convertible basis. As of August 20, 2009 there were 201,962 common shares issued and outstanding and 3,700,000 shares of convertible preferred stock outstanding. All shares of stock outstanding are validly issued, fully paid and non-assessable.

We had 148 shareholders of record as of August 20, 2009.

Voting Rights

Each share of common stock entitles the holder to one vote at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of common stock holding, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Dividends

Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available therefor.

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Dividend Policy

All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of 1934

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Liquidation Rights

Upon any liquidation, dissolution or winding up, holders of shares of common stock are entitled to receive pro rata all of the assets of the company available for distribution to shareholders, subject to the prior satisfaction of the liquidation rights of the holders of outstanding shares of Preferred Stock.

Preemptive Rights

Holders of common stock have no preemptive or other subscription rights, conversion rights, or redemption provisions.

Registrar and Transfer Agent

Guardian Registrar & Transfer, Inc., 7951 S.W. 6th Street, Suite 216, Plantation, FL 33324 is our transfer agent and registrar of our common stock. Its telephone number is (954) 915-0105.

Miscellaneous Rights and Provisions

Holders of common stock have no preemptive. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

There is no provision in our charter or by-laws that would delay, defer, or prevent a change in our control.

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Debt Securities

We have not issued any debt securities.

Securities Authorized for Issuance under Equity Compensation Plans

The Board authorized the issuance of up to 2,000,000 shares of the common stock to certain employees, officers, directors and consultants of the Registrant.  The plan was filed as Exhibit 10.1 to the Registration Statement on Form S-8 filed on November 4, 2008 under the Securities Act of 1933 which is incorporated by reference. The Company issued 500,000 shares to Duane Bennett, and 500,000 to Greentree Financial Group Inc. pursuant to the November 4, 2008 plan.

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.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

In 2009, we issued 4,960,000 common shares to 12 consultants for consulting services rendered. These shares were valued at $.04 as of the date of issuance, yielding an aggregate expense of $198,400. 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.

In 2009, we issued 2,300,000 common shares to Duane Bennett for his services to the Company as President.  These shares were valued at $.04 as of the date of issuance, yielding an aggregate expense of $92,000. 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.

In 2009, we issued 1,500,000 common shares to Northeast Nominee Trust, Duane Bennett trustee, for his services to the Company as President.  These shares were valued at $.04 as of the date of issuance, yielding an aggregate expense of $60,000. 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.

In 2009, we issued 200,000 common shares to Richard Rousakis. He bought 200,000 shares of common stock for $25,000.  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.

In 2009, we issued 100,000 preferred shares to Greentree Financial Group, Inc. for consulting services rendered. 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.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

None.

Holders

As of August 20, 2009 there were 148 holders of record of our common stock.

 Indemnification of Directors and Officers

Under Nevada law, a Company may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The By-Laws of Man Shing Agricultural Holdings, Inc. (F/K/A Montgomery Real Estate Service, Inc.) provides that the Board of Directors shall have authority to fix the compensation of directors from time to time.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

The effect of indemnification may be to limit the rights of the Company and its stockholders (through stockholders’ derivative suits on behalf of Man Shing Agricultural Holdings, Inc. (F/K/A Montgomery Real Estate Service, Inc.) to recover monetary damages and expenses against a director for breach of fiduciary duty.

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 Item 3.02                      Unregistered Sales of Equity Securities

As of August 20, 2009, MSAH, Duane Bennett, a Director and beneficial owner of a majority of the outstanding shares of common stock of MSAH, HCP and the HCP Shareholders, and Xinsheng and the Xinsheng Shareholders and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K and the Plan of Exchange is attached hereto as Exhibit 10.1.

Pursuant to the POE and as of closing of the POE, MSAH has or will control 100% of the issued and outstanding shares of HCP.  As of the Closing date, MSAH shall have issued to the HCP shareholders 32,800,000 new investment shares of Common Stock of MSAH and simultaneously transfer 3,535,000 shares of convertible preferred stock (convertible at a rate of 10 for 1), held in the name of Duane Bennett (our President), in exchange for 100% of the capital stock of HCP. MSAH and HCP will be reorganized, such that MSAH will acquire 100% the capital stock of HCP, and HCP shall be a wholly-owned subsidiary of MSAH.  Xinsheng is currently a wholly-owned subsidiary of HCP and post share exchange, Xinsheng shall be a wholly-owned indirect subsidiary of MSAH operating under the name “Weifang Xinsheng Food Co., Ltd.” a Company organized and existing under the laws of the People’s Republic of China.

In connection with POE we shall issue 32,800,000 common stock shares to Mr. Eddie Cheung, the sole shareholder of HCP.  Eddie Cheung is President, CEO, and Director of HCP.  Pursuant to a nominee agreement executed in China, Mr. Cheung will hold his shares for the benefit of Mr. Liu Shi Li, our President.  Although Mr. Cheung is the record holder of these shares, Mr. Liu is the beneficial owner who controls all voting rights and privileges in the stock.  The shares shall be issued in reliance on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation S promulgated thereunder. 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;  (7) the offeree is not a citizen of the United States and will not participate in an directed selling efforts or hedging transactions; and (8) the negotiations for the sale of the stock took place directly between the offeree and our management.

Item 5.01                      Changes in Control of Registrant

The information provided in Item 1.01 and Item 5.02 is hereby incorporated by reference herein.

Upon closing of the POE, MSAH shall issue to the HCP Shareholders 32,800,000 new investment shares of Common Stock of MSAH and transfer 3,535,000 shares of MSAH convertible Preferred Stock (convertible at a rate of 10 for 1) to the HCP Shareholders in exchange for 100% of the capital stock of HCP, which will give the HCP shareholders an interest in MSAH representing approximately 99.38% of the issued and outstanding shares on a fully diluted basis and shall cause a change in control of the Registrant.

Item 5.02                      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

As a result of the exchange of a majority of MSAH common and preferred stock for all of the share capital of HCP, HCP has acquired majority control of the outstanding common stock of MSAH and has appointed its candidates to the Board of Directors at closing.

Pursuant to the written consent of the Board of Directors in lieu of meeting prepared on August 21, 2009, the board of directors of the Company accepted the resignation of Mr. Duane Bennett, President and Director of Man Shing Agricultural Holdings, Inc. The board appointed Liu Shi Li as President, Eddie Cheung as Chief Executive Officer, and Kenny Chow as Chief Financial Officer. The Board also appointed Mr. Peter Cho and Mr. Yang Ji as independent directors of the Company. These appointments are effective as of August 31, 2009.

Item 5.03                      Change in Fiscal Year

After the closing of the POE, our fiscal year will change from December 31 to June 30. Man Shing Agricultural Holdings, Inc. (F/K/A Montgomery Real Estate Service, Inc.) has a fiscal year ending December 31, however, after Closing of the POE the Company intends to use Hero Capital Profits Ltd.’s June 30 as their fiscal year end.

Item 5.06                      Change in Shell Company Status

Although we strongly believe that our Company would not be considered a “shell” as that term is defined from time to time by the Commission, if we are deemed as such, as a result of the consummation of the transactions contemplated by the Plan of Exchange, Man Shing Agricultural Holdings, Inc. (F/K/A Montgomery Real Estate Service, Inc.) believes that it will no longer be a “shell company;” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01                      Financial Statements and Exhibits

(a)  Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), HCP Balance Sheets as of June 30, 2009 and the related statements of operations, shareholders' equity and cash flows since inception ended June 30, 2009 have been attached as Exhibit 99.1 hereto.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit

3.1         Articles of InCompany of Man Shing Agricultural Holdings, Inc*

3.2         Bylaws of Man Shing Agricultural Holdings, Inc.*

10.1 Plan of Exchange between Man Shing Agricultural Holdings, Inc. and Hero Capital Profits Limited

10.2 Factory Building Lease Agreement

10.3 Farmland Undertaking Agreement

99.1       Consolidate Financial Statements of Hero Capital Profits Limited

99.2 (a) MSAH’s Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2009. (b) MSAH’s Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended June 30, 2009. (c) MSAH’s Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended June 30, 2008.  

*Previously Filed

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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.

Date: August 20, 2009	MAN SHING AGIRCULTURAL HOLDINGS, INC. (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)
	By:	/s/ Duane Bennett
		Duane Bennett
		Chief Executive Officer

EX-10.1

PLAN OF EXCHANGE

BY WHICH

Man Shing Agricultural Holdings, Inc.

(F/K/A Montgomery Real Estate Service, Inc.)

                                                                               (a Nevada corporation)

SHALL ACQUIRE

Hero Capital Profits Limited

(a corporation organized under the laws of the British virgin islands)

This Plan of Exchange (the “Agreement” or “Plan of Exchange”) is made and dated as of this 20th day of August, 2009, and is intended to supersede all previous oral or written agreements, if any, between the parties, with respect to its subject matter. This Agreement anticipates that extensive due diligence shall have been performed by both parties. All due diligence shall have been completed by the Parties no later than August 12th, 2009.

I. RECITALS

1. The Parties to this Agreement:

(1.1) Man Shing Agricultural Holdings, Inc. ("MSAH"), a Nevada corporation.

(1.2)  Hero Capital Profits Limited, a corporation organized under the laws of the British Virgin Islands (“HCP”).

2. The Capital of the Parties:

(2.1) The Capital of MSAH consists of 175,000,000 authorized shares of Common Stock, par value $0.001 of which 201,962 shares are issued and outstanding.

(2.2) The Capital of HCP consists of 1 Ordinary Shares issued pursuant to the laws of the British Virgin Islands which for the purposes of this agreement shall be referred to as common stock.

3. Transaction Descriptive Summary: MSAH desires to acquire 100% of the issued and outstanding Ordinary Shares of HCP and the shareholders of HCP (the “HCP Shareholders”) desire that HCP be acquired by MSAH.  Pursuant to this Agreement MSAH shall acquire 1 shares of HCP in exchange for a new issuance of 32,800,000 shares of MSAH common stock, the transfer of 3,535,0001 shares of MSAH preferred stock to the HCP shareholders.  This transaction will not close immediately but shall be conditioned on approval by the board of MSAH and HCP respectively.  The parties intend that the transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368.

4. SEC compliance. MSAH shall cause the filing with the Commission of a Current Report on Form 8-K, within four business days of the date hereof, reporting the execution of this Agreement.

5. Nevada compliance.  Articles of Exchange are required to be filed by Nevada law as the last act to make the plan of exchange final and effective under Nevada law.

6. Audited Financial Statements. Certain filings under the Securities Exchange Act of 1934, such as a Current Report on Form 8-K, require audited financial statements of HCP to be filed with the SEC within 71 days of the initial Form 8-K filing with respect to this transaction.  In connection with MSAH’s filing of a Current Report on Form 8-K/A within 71 days after the closing, as it relates to this transaction, audited financial statements of HCP will be filed with the SEC in accordance with Form 8-K.  HCP has agreed to provide audited financial statements prepared in conformity with U.S. GAAP to MSAH at or prior to closing.

II. PLAN OF EXCHANGE

1. Conditions Precedent to Closing.

The obligation of the parties to consummate the transactions contemplated herein are subject to the fulfillment or waiver prior to the closing of the following conditions precedent:

(1.1) Shareholder Approval. HCP and MSAH shall have secured their shareholder approvals for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents.

(1.2) Board of Directors. The Boards of Directors of each of HCP and MSAH shall have approved the transaction and this agreement, in accordance with the laws of its place of incorporation and its constituent documents.

(1.3) Due Diligence Investigation. Each party shall have furnished to the other party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction. If either party determines that there is a reason not to complete the Plan of Exchange as a result of their due diligence examination, then they must give written notice to the other party prior to the expiration of the due diligence examination period. The due diligence period, for purposes of this paragraph, shall have expired on August 12th, 2009.  The Closing Date shall be three days after the satisfaction or waiver of all of the conditions precedent to closing set forth in this Plan of Exchange, unless extended to a later date by mutual agreement of the parties.

(1.4) The rights of dissenting shareholders, if any, of each party shall have been satisfied and the Board of Directors of each party shall have determined to proceed with the Plan of exchange.

(1.5) All of the terms, covenants and conditions of the Plan of exchange to be complied with or performed by each party before Closing shall have been complied with, performed or waived in writing;

(1.6)   Delivery of Audited Financial Statements.   HCP shall have delivered to MSAH audited financial statements and an audit report thereon for the year ended June 30, 2009 and 2008,  any required audits shall be prepared by a PCAOB member audit firm in accordance with U.S. GAAP at HCP’s expense.

(1.7)   Officer and Director Appointments.At Closing, the current Board of Directors of MSAH shall appoint such director nominees as may be designated by the Hero Capital Shareholders to fill vacancies on the Board of Directors of MSAH, and, thereafter, the current directors of MSAH shall resign.  In addition, at closing all officers of MSAH shall tender their resignations to the Board of Directors, and new officers of MSAH shall be appointed by the newly appointed Board of Directors of MSAH.  All such director and officer resignations shall be in compliance with the Securities Exchange Act of 1934, as amended, and pursuant to a previously filed Information Statement on Schedule 14F-1 filed by MSAH.

(1.8)   PRC Legal Opinion   Prior to Closing and at their expense HCP shall provide a legal opinion from a Peoples’ Republic of China licensed law firm stating that consummation of this transaction will comply with all applicable laws, rules and policies of the government of the People’s Republic of China, the Ministry of Commerce of the Peoples’ Republic of China and the Peoples’ Republic of China State Administration of Foreign Exchange.  The opinion shall also state that HCP is the sole legal owner of Weifang Xinsheng Food Co., Ltd. (“Weifang”)and that Weifang is a 100% owned subsidiary of HCP and that at Closing 100% of the issued and outstanding shares of HCP were validly transferred to MSAH.

(1.9)   Escrow Deliveries   Upon execution of this plan of exchange, the parties agree to enter into an escrow agreement whereby certain payments of $430,000 shall be held in the account of Greentree Financial Group, Inc. (USA) pending performance of the terms and conditions herein.  All deposits held in the escrow account of Greentree Financial Group, Inc. pending Closing shall be delivered at Closing and paid in accordance with the terms of that certain escrow agreement as a strict condition precedent to Closing.

2. Conditions Concurrent and Subsequent to Closing.

(2.1) Delivery of Registered Capital of HCP.  Immediately upon or within 30 days from the date of this agreement, MSAH shall have 100% of the beneficial interest of Hero Capital Profits Limited.

(2.2) Acquisition Share Issuance. Immediately upon the Closing, MSAH shall issue to the HCP Shareholders 32,800,000 new investment shares of Common Stock of MSAH and transfer 3,535,000 shares of MSAH preferred stock (10 for 1) to the HCP Shareholders in exchange for 100% of the capital stock of HCP, which will give HCP an interest in MSAH representing approximately 99.38% of the issued and outstanding shares on a fully diluted basis.  All parties to this agreement shall deliver true and correct shareholder lists to the other at Closing.

3. Plan of Exchange

(3.1) Exchange and Reorganization: MSAHand HCP shall be hereby reorganized, such that MSAH shall acquire 100% the capital stock of HCP, and HCP shall become a wholly-owned subsidiary of MSAH.

(3.2) Closing/Effective Date: The Plan of exchange shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, filings under the Securities Exchange Act of 1934, and the filing of Articles of Exchange, if applicable under State Law. Closing shall occur upon the approval by the Board of Directors of the parties hereto or are waived by the parties.

(3.3) Surviving Corporations: Both corporations shall survive the exchange and reorganization herein contemplated and shall continue to be governed by the laws of its respective jurisdiction of incorporation.

(3.4) Rights of Dissenting Shareholders: Each Party is the entity responsible for the rights of its own dissenting shareholders, if any.

     (3.5) Service of Process and Address: Each corporation shall continue to be amenable to service of process in its own jurisdiction, exactly as before this acquisition.

The address of MSAH will be changed, according to the instruction of HCP.

(3.6) Surviving Articles of Incorporation: the Articles of Incorporation of each Corporation shall remain in full force and effect, unchanged.

(3.7) Surviving By-Laws: the By-Laws of each Corporation shall remain in full force and effect, unchanged.

(3.8) Further Assurance, Good Faith and Fair Dealing: the Directors of each Company shall execute and deliver any and all necessary documents, acknowledgments and assurances and do all things proper to confirm or acknowledge any and all rights, titles and interests created or confirmed herein; and both companies covenant expressly hereby to deal fairly and in good faith with each other and each others shareholders. In furtherance of the parties desire, as so expressed, and to encourage timely, effective and businesslike resolution the parties agree that any dispute arising between them, capable of resolution by arbitration, shall be submitted to binding arbitration. As a further incentive to private resolution of any dispute, the parties agree that each party shall bear its own costs of dispute resolution and shall not recover such costs from any other party.

(3.9) General Mutual Representations and Warranties. The purpose and general import of the Mutual Representations and Warranties are that each party has made appropriate full disclosure to the others, that no material information has been withheld, and that the information exchanged is accurate, true and correct. These warranties and representations are made by each party to the other, unless otherwise provided in this agreement, and they speak and shall be true immediately before Closing.

(3.10.1) Organization and Qualification. Each corporation is duly organized and in good standing, and is duly qualified to conduct any business it may be conducting, as required by law or local ordinance.

(3.10.2) Corporate Authority. Each corporation has corporate authority, under the laws of its jurisdiction and its constituent documents, to do each and every element of performance to which it has agreed, and which is reasonably necessary, appropriate and lawful, to carry out this Agreement in good faith.

(3.10.3) Ownership of Assets and Property. Each corporation has lawful title and ownership of it property as reported to the other, and as disclosed in its financial statements.

(3.10.4) Absence of Certain Changes or Events. Each corporation has not had any material changes of circumstances or events which have not been fully disclosed to the other party, and which, if different than previously disclosed in writing, have been disclosed in writing as currently as is reasonably practicable.  Specifically, and without limitation:

   (3.10.4-a) the business of each corporation shall be conducted only in the ordinary and usual course and consistent with its past practice, and neither party shall purchase or sell (or enter into any agreement to so purchase or sell) any properties or assets or make any other changes in its operations, respectively, taken as a whole, or provide for the issuance of, agreement to issue or grant of options to acquire any shares, whether common, redeemable common or convertible preferred, in connection therewith;

   (3.10.4-b) Except as set forth in this Plan of Exchange, neither corporation shall (i) amend its Articles of Incorporation or By-Laws, (ii) change the number of authorized or outstanding shares of its capital stock, or (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property to the extent that which might contradict or not comply with any clause or condition set forth in this Plan of Exchange;

   (3.10.4-c) Neither corporation shall (i) issue, grant or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of, its capital stock, (ii) incur any indebtedness other than in the ordinary course of business, (iii) acquire directly or indirectly by redemption or otherwise any shares of its capital stock of any class or (iv) enter into or modify any contact, agreement, commitment or arrangement with respect to any of the foregoing;

   (3.10.4-d) Except in the ordinary course of business, neither party shall (i) increase the compensation payable or to become payable by it to any of its officers or directors; (ii) make any payment or provision with respect to any bonus, profit sharing, stock option, stock purchase, employee stock ownership, pension, retirement, deferred compensation, employment or other payment plan, agreement or arrangement for the benefit of its employees (iii) grant any stock options or stock appreciation rights or permit the exercise of any stock appreciation right where the exercise of such right is subject to its discretion (iv) make any change in the compensation to be received by any of its officers; or adopt, or amend to increase compensation or benefits payable under, any collective bargaining, bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, termination or severance or other plan, agreement, trust, fund or arrangement for the benefit of employees, (v) enter into any agreement with respect to termination or severance pay, or any employment agreement or other contract or arrangement with any officer or director or employee, respectively, with respect to the performance or personal services that is not terminable without liability by it on thirty days notice or less, (vi) increase benefits payable under its current severance or termination, pay agreements or policies or (vii) make any loan or advance to, or enter into any written contract, lease or commitment with, any of its officers or directors;

   (3.10.4-e) Neither party shall assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation, other than obligations and liabilities expressly assumed by the other that party;

   (3.10.4-f) Neither party shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation.

(3.10.5) Absence of Undisclosed Liabilities. Each corporation has, and has no reason to anticipate having, any material liabilities which have not been disclosed to the other, in the financial statements or otherwise in writing.

(3.10.6) Legal Compliance. Each corporation shall comply in all material respects with all Federal, state, local and other governmental (domestic or foreign) laws, statutes, ordinances, rules, regulations (including all applicable securities laws), orders, writs, injunctions, decrees, awards or other requirements of any court or other governmental or other authority applicable to each of them or their respective assets or to the conduct of their respective businesses, and use their best efforts to perform all obligations under all contracts, agreements, licenses, permits and undertaking without default.

(3.10.7) Legal Proceedings. Each corporation has no legal proceedings, administrative or regulatory proceeding, pending or suspected, which have not been fully disclosed in writing to the other.

(3.10.8) No Breach of Other Agreements.  This Agreement, and the faithful performance of this agreement, will not cause any breach of any other existing agreement, or any covenant, consent decree, or undertaking by either, not disclosed to the other.

(3.10.9) Capital Stock. The issued and outstanding shares and all shares of capital stock of each corporation is as detailed herein, that all such shares are in fact issued and outstanding, duly and validly issued, were issued as and are fully paid and non-assessable shares, and that, other than as represented in writing, there are no other securities, options, warrants or rights outstanding, to acquire further shares of such corporation.

(3.10.10)SEC Reports. MSAH has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since the date of its registration under the Securities Act of 1933, as amended (collectively, including all exhibits thereto, the "MSAH SEC Reports").  None of the MSAH SEC Reports, as of their respective dates, contained any untrue statements of material fact or failed to contain any statements which were necessary to make the statements made therein, in light of the circumstances, not misleading.  All of the MSAH SEC Reports, as of their respective dates (and as of the date of any amendment to the respective MSAH SEC Reports), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated there under.

(3.10.11) Brokers' or Finder's Fees. Each corporation is unaware of any claims for brokers' fees, or finders' fees, or other commissions or fees, by any person not disclosed to the other, which would become, if valid, an obligation of either company.

(3.11) Miscellaneous Provisions

(3.11.1) Except as required by law, no party shall provide any information concerning any aspect of the transactions contemplated by this Agreement to anyone other than their respective officers, employees and representatives without the prior written consent of the other parties hereto. The aforesaid obligations shall terminate on the earlier to occur of (a) the Closing, or (b) the date by which any party is required under its articles or bylaws or as required by law, to provide specific disclosure of such transactions to its shareholders, governmental agencies or other third parties. In the event that the transaction does not close, each party will return all confidential information furnished in confidence to the other.  In addition, all parties shall consult with each other concerning the timing and content of any press release or news release to be issued by any of them.

(3.11.2) This Agreement may be executed simultaneously in two or more counterpart originals. The parties can and may rely upon facsimile signatures as binding under this Agreement, however, the parties agree to forward original signatures to the other parties as soon as practicable after the facsimile signatures have been delivered.

(3.11.3) The Parties to this agreement have no wish to engage in costly or lengthy litigation with each other. Accordingly, any and all disputes which the parties cannot resolve by agreement or mediation shall be submitted to binding arbitration under the rules and auspices of the American Arbitration Association.  The venue for arbitration shall be Charlotte North Carolina.  As a further incentive to avoid disputes, each party shall bear its own costs, with respect thereto, and with respect to any proceedings in any court brought to enforce or overturn any arbitration award. This provision is expressly intended to discourage litigation and to encourage orderly, timely and economical resolution of any disputes which may occur.

(3.11.4) If any provision of this Agreement or the application thereof to any person or situation shall be held invalid or unenforceable, the remainder of the Agreement and the application of such provision to other persons or situations shall not be effected thereby but shall continue valid and enforceable to the fullest extent permitted by law.

(3.11.5) No waiver by any party of any occurrence or provision hereof shall be deemed a waiver of any other occurrence or provision.

(3.11.6) The parties acknowledge that both they and their counsel have been provided ample opportunity to review and revise this agreement and that the normal rule of construction shall not be applied to cause the resolution of any ambiguities against any party presumptively. The Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

4. Termination. The Plan of exchange may be terminated by written notice, at any time prior to closing, (i) by mutual consent, (ii) by either party during the due diligence phase, (iii) by either party, in the event that the transaction represented by the anticipated Plan of exchange has not been implemented and approved by the proper governmental authorities 60 days from the date of this Agreement, or (v) by either party in the event that a condition of closing is not met by August 31, 2009. In the event that termination of the Plan of exchange by either or both, as provided above, the Plan of exchange shall forthwith become void and there shall be no liability on the part of either party or their respective officers and directors.

5. Closing.  The parties hereto contemplate that the closing of this Plan of Exchange shall occur no more than three days after all of the conditions precedent have been met or waived.  The closing deliveries will be made pursuant to this Agreement. In addition, prior to Closing, MSAH shall issue 32,800,000 shares of MSAH Common Stock pursuant to Regulation S under the Securities Act of 1933, as amended, to the HCP shareholders, and shall transfer or cause to be transferred the 3,535,000 preferred shares and MSAH shall acquire 100% of the capital stock of HCP.

6.  Merger Clause.  This Plan of Exchange constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and such document supersedes all prior understandings or agreements between the parties hereto, whether oral or written, with respect to the subject matter hereof, all of which are hereby superseded, merged and rendered null and void.

IN WITNESS WHEREOF, The parties hereto, intending to be bound, hereby sign this Plan of Exchange below as of the date first written above.

[SIGNATURE PAGE FOLLOWS]

MAN SHING AGRICULTURAL HOLDINGS, INC. (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)

By: ____________________________

Duane Bennett, President

HERO CAPITAL PROFITS LIMITED

By: ____________________________

Eddie Cheung, President

HERO CAPITAL PROFITS LIMITED SELLER AGENT

By: ____________________________

1Eddie Cheung, Seller Agent

SCHEDULE A

HERO CAPITAL PROFITS LIMITED SECURITY HOLDERS:

_________________________

_________________________

_________________________

_________________________

_________________________

_________________________

_________________________

 

1 Seller Agent represents and warrants to MSAH, that Seller Agent has been duly appointed as agent and attorney-in-fact for each of the Sellers listed on Schedule A hereto, and such appointment is in full force and effect with respect to each Seller and such appointment has not been revoked nor has any action been taken by any Seller to revoke such appointment.

EX-10.2

Extracted of

Office and factory building

Leasing agreement

Party A:                      Mr. Li Jian Jun

Party B:                      Weifang Xinsheng Food Co., Ltd

·   Party B is agreed to lease a factory and office premise situated at Linghe industrial park, Anqiu City, Shandong province for a period of one year starting from January 1, 2009 to December 31, 2009.

·   Annual rental charge is RMB900,000 and is payable on December 31, 2009.

·   Party B is responsible for all repair and maintenance of the premise;

·   Party B is allowed to alter the structure of the building; and

EX-10.3

Extracted of Farmland

Undertake agreement

Party A: The local government of Shidui Village Party B: Weifang Xinsheng Food Co., Ltd

·   Party B is agreed to undertake a total of 5,000 acres of farmland situated within Shidui Village, Anqiu City, Shandong province for a period of 14 years starting from January 1, 2009 to December 31, 2023;

·   Party B is agreed to prepay an annual undertaking fee of RMB600 per acre to the local farmer. The total amount is RMB 3million. This amount is deducible upon purchase of agriculture product from these farmers;

·   Party B shall pay the undertaking fee on or before January 31, 2009;

·   Party B is responsible for all seeds and related facilities for farming;

EX-99.1

	Page
	No.
Audited Financial Information                                                                                                                                          ;	2
Audited Balance Sheets as of June 30, 2009 and June 30, 2008	3
Audited Statements of Operations -For the Years ended June 30, 2009 and 2008,	4
Audited Statements of Cash Flows -For the Years ended June 30, 2009 and 2008,	5
Audited Statement of Stockholder Equity                                                                                                                                       & #160;	6
Notes to Financial Statements	7

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Hero Capital Profits Limited

Unit 1005, 10/F, Tower B

Hunghom Commercial Centre

37 Ma Tau Wai Road, Hunghom

Kowloon, Hong Kong

We have audited the accompanying balance sheet of Hero Capital Profits Limited and Subsidiary (the “Company”) as of June 30, 2009 and 2008, and related statements of operations, stockholders’ deficit, and cash flows for the years ending June 30, 2009 and 2008. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hero Capital Profits Limited as of June 30, 2009 and 2008 and the results of its operations and its cash flows for the years ending June 30, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/Lake & Associates CPA’s LLC

Lake & Associates, CPA’s LLC

Schaumburg, Illinois

July 29, 2009

2

HERO CAPITAL PROFITS LIMITED
AUDITED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2009 AND 2008
ASSETS	6/30/2009			6/30/2008
CURRENT ASSETS
Cash and cash equivalents	$	86,408		$	136,219
Accounts receivable,trade-net		2,479,117			618,588
Inventory		730,065			821,253
Prepayment		1,437,450			133,735
Other receivable		-			127,489
Prepaid Taxes		-			3,843
Other current assets		-			5,535
TOTAL CURRNET ASSETS		4,733,040			1,846,662
FIXED ASSETS
Property, plant, and equipment		631,362			245,434
Accumulated depreciation		(89,706	)		(53,227	)
NET FIXED ASSETS		541,656			192,207
TOTAL ASSETS		5,274,696			2,038,869
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings		73,186			218,688
Accounts payable		346,482			240,911
Other payables and accrued liabilities		460,048			78,404
Received in advance		128,355			42,208
Taxes payable		57,272			-
Due to shareholders		100,304			100,050
TOTAL CURRENT LIABILITIES		1,165,647			680,261
TOTAL LIABILITIES		1,165,647			680,261
STOCKHOLDERS' EQUITY
Paid in capital		1			1
Accumulated other comprehensive income		133,433			127,492
Statutory reserves		249,362			249,362
Accumulated earnings		3,726,253			981,753
TOTAL STOCKHOLDERS' EQUITY		4,109,049			1,358,608
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,274,696		$	2,038,869
The accompanying notes are an integral part of these financial statements.

3

HERO CAPITAL PROFITS LIMITED
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2009 AND 2008
	June 30, 2009		June 30, 2008
Revenues
Sales	$	11,404,328	$	3,002,468
Cost of sales		7,998,950		2,331,487
Gross profits		3,405,378		670,981
Operating expenses
Selling and marketing		441,556		111,407
General and administrative		259,800		72,827
Total Operating Expenses		701,356		184,234
Income (Loss) from Operations		2,704,022		486,747
Other income (expenses)
Non-operating income (expense)		40,478		32,936
Total other income (loss)		40,478		32,936
Income (loss) from Operations		2,744,500		519,683
Income taxes		-		-
Net Income (Loss)		2,744,500		519,683
Other comprehensive income (loss)
Foreign currency translation gain (loss)		5,941		101,958
Comprehensive income (loss)	$	2,750,441	$	621,641
The accompanying notes are an integral part of the financial statements

4

HERO CAPITAL PROFITS LIMITED
AUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
AS OF JUNE 30, 2009 AND 2008
			Statutory		Accumulated other comprehensive		Accumulated		Total
	Capital		reserves		income(loss)		retained earnings		Equity
Balance as of July 1, 2007	$	1	$	249,362	$	25,534	$	462,070	$	736,967
Net profit for the year								519,683		519,683
Foreign currency adjustment						101,958				101,958
Balance as of June 30, 2008		1		249,362		127,492		981,753		1,358,608
Net profit for the year								2,744,500		2,744,500
Foreign currency adjustment						5,941				5,941
Balance as of June 30, 2009	$	1	$	249,362	$	133,433	$	3,726,253	$	4,109,049
The accompanying notes are an integral part of these consolidated financial statements

5

HERO CAPITAL PROFITS LIMITED
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2009 AND 2008
	06/30/09			06/30/08
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,744,500		$	519,683
Adjustments to reconcile net income (loss) to
net cash (used in) operating activities:
Depreciation		36,463			16,813
Accounts receivable ,trade		(1,857,239	)		109,763
Prepayment		(1,302,602	)		(106,630	)
Inventory		94,415			(324,482	)
Other receivable		127,940			(9,894	)
Accounts payable		(29,769	)		53,311
Tax payable		61,102			(62,818	)
Other payable		521,110			(174,742	)
Advances		85,941			(327	)
NET CASH (USED IN) OPERATING ACTIVITIES		481,862			20,677
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment		(386,139	)		-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(386,139	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to shareholders		254			-
Proceeds from Notes Payable		73,180			212,008
Payments on Notes payable		(219,487	)		(212,008	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		(146,053	)		-
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		519			12,607
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(49,811	)		33,284
CASH AND CASH EQUIVALENTS:
Beginning of period		136,219			102,935
End of period	$	86,408		$	136,219
The accompanying notes are an integral part of these financial statements.

6

HERO CPAITAL PROFITS LIMITED

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

(STATED IN US DOLLARS)

1.   Corporate information and description of business

Hero Capital Profits Limited (the “Company”) is organized and existing under the laws of the British Virgin Island the Company’s wholly owned subsidiary is organized under the laws of the People’s Republic of China (the “PRC”), which was formed on November 30, 1998.

The Company is a limited liability company specializing in growing and selling ginger in China.

The Company’s customers include international companies and domestic enterprises in China. The company’s products are mainly sold to Japan and England.

2.           Summary of significant accounting policies

Basis of presentation

The accompanying audited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

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

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

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

Allowance for doubtful accounts

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

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

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

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

Inventories

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

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

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Equipment                       Straight-line for 5 to 20 years with a 3% salvage value

Building                           Straight-line for 20 years with a 5% salvage value

Maintenance or repairs are charged to expense as incurred.  Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

7

HERO CPAITAL PROFITS LIMITED

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

(STATED IN US DOLLARS)

2.           Summary of significant accounting policies (Cont’d)

Impairment of long-lived assets

In accordance with SFAS No.144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable.

Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group.  If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and no impairment charges were recorded for any of the periods presented.

Revenue recognition

The Company’s revenue recognition policies are in accordance with Staff Accounting Bulletin 104. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer.

The Company recognizes revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.

               Income taxes

The Company accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred income taxes are provided for the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from loss carry-forwards and provisions, if any. Deferred tax assets and liabilities are measured using the enacted tax rates expected in the years of recovery or reversal and the effect from a change in tax rates is recognized in the statement of operations and comprehensive income in the period of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, and trade and other receivables.  As of June 30, 2009 and 2008, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to trade receivables, the Company extends credit based on an evaluation of the customer’s financial condition.  The Company generally does not require collateral for trade and other receivables and maintains an allowance for doubtful accounts of trade and other receivables.

Foreign currencies translation

The reporting currency of the Company is the United States dollar (“U.S. dollars”).  Transactions denominated in currencies other than U.S. dollar are calculated at the average rate for the period.  Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into U.S. dollar at the rates of exchange ruling at the balance sheet date.  The resulting exchange differences are recorded in the other expenses in the statement of operations and comprehensive income.

The Company’s subsidiary maintains its books and records in its local currency, the Renminbi Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which its operations are conducted.  In general, for consolidation purposes, the Company translates the subsidiary’s assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of operations is translated at average exchange rates during the reporting period.  Adjustments resulting from the translation of the subsidiary’s financial statements are recorded as accumulated other comprehensive income.

Comprehensive income (loss)

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Comprehensive income as defined includes all changes in equity during the year from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statement of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.  This comprehensive income is not included in the computation of income tax expense or benefit.

Segment reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in one reportable segment.

Fair value of financial instruments

The Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”.  The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies.

The estimates presented herein are not necessarily indicative of amounts that the Company could realize in a current market exchange.

The Company’s financial instruments primarily include cash and cash equivalents, accounts receivable, inventories, prepayment, accounts payable, other payables and accrued liabilities.

As of the balance sheet date, the estimated fair values of financial instruments were not materially different from their carrying values as presented due to short maturities of these instruments.

Recently issued accounting pronouncements

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

In May, 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles," ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles." The FASB has stated that it does not expect SFAS No. 162 will result in a change in current practice. The application of SFAS No. 162 will have no effect on the Company's financial position, results of operations or cash flows.

Also in May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that

Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years after December 15, 2008, and must be applied on a retrospective basis. Early adoption is not permitted. The Company is assessing the potential impact of this FSP on the convertible debt issuances.

In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing earnings per share under the two-class method as described in

8

HERO CPAITAL PROFITS LIMITED

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

(STATED IN US DOLLARS)

2.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (Cont’d)

SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is assessing the potential impact of this FSP on the earnings per share calculation.

In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations.

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The Company adopted the provisions of FSP 157-3, which did not impact the Company’s financial position or results of operations.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4 and FIN 46(R)-8 amends FAS 140 and FIN 46(R) to require additional disclosures regarding transfers of financial assets and interest in variable interest entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for interim or annual reporting periods ending after December 15, 2008. FSP FAS 140-4 and FIN 46(R)-8 did not have any impact on the Company's financial statements.

In January 2009, the FASB issued FSP EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”. FSP EITF 99-20-1 changes the impairment model included within EITF 99-20 to be more consistent with the impairment model of SFAS 115. FSP EITF 99-20-1 achieves this by amending the impairment model in EITF 99-20 to remove its exclusive reliance on “market participant” estimates of future cash flows used in determining fair value. Changing the cash flows used to analyze other-than-temporary impairment from the “market participant” view to a holder’s estimate of whether there has been a “probable” adverse change in estimated cash flows allows companies to apply reasonable judgment in assessing whether an other-than-temporary impairment has occurred. The adoption of FSP EITF 99-20-1, which is effective for annual reporting periods ending after December 15, 2008, did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued FSP SFAS 157-4,  “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed, ” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidelines for making fair value measurements more consistent with the principles presented in SFAS 157. FSP FAS 157-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed, is applicable to all assets and liabilities (i.e. financial and nonfinancial) and will require enhanced disclosures. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

3.   Accounts receivable, net

The majority of the Company’s sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The Company evaluates the need of an allowance for doubtful accounts based on specifically identified amounts that management believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. Based upon the aforementioned criteria, management has determined that the allowances for doubtful accounts of $12,457 and $3,108 are required as of June 30, 2008, and 2007, respectively.

	June 30,
	2009			2008
Accounts receivable, gross	$	2,491,574		$	621,696
Less: allowance for doubtful accounts		(12,457	)		(3,108	)
Accounts receivable, net	$	2,479,117		$	618,588

4.   Inventories

	June 30,
	2009		2008
Inventories	$	730,065	$	821,253

For the years ended June 30, 2009 and 2008, no provision for obsolete inventories was recorded by the Company.

5.   Prepayments

The balance of $1,437,450 and $133,735 as of June 30, 2009 and 2008 respectively represent prepaid rent, supplies and other items used in growing and packaging of the ginger.

6.   Amount due to shareholder

The amount is interest-free, unsecured and repayable when the Company is in a position to do so.

7.   Capital

The Parent is a BVI limited liability company.

The subsidiary is wholly owned non-joint capital stock enterprise and therefore the capital stock, consistent with most of the PRC enterprises, is not divided into a specific number of shares having a stated nominal amount.

9

HERO CPAITAL PROFITS LIMITED

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

(STATED IN US DOLLARS)

8.   Statutory and other reserves

In accordance with the relevant laws and regulations of the PRC and articles of association, the Company is required to appropriate 10% and 5% of the net profit as reported in the Company’s PRC statutory financial statements to the statutory reserve fund and staff welfare fund respectively, after offsetting prior years’ losses.

When the balance of the statutory reserve fund reaches 50% of the registered capital, any further appropriation is optional. Upon approval from the board of directors or members, the statutory reserve can be used to offset accumulated losses or to increase registered capital.

The staff welfare fund can only be utilized on capital items for the collective benefits of the Company’s employees and is non-distributable other than in liquidation.

9.   Income taxes

The Company’s wholly owned subsidiary is subject to the PRC Enterprise Income Tax (“EIT”) at the statutory rate of 33% on the profits as reported in the Company’s PRC statutory financial statements as adjusted by profit and loss items that are not taxable or deductible.  During the fiscal year 2008 and 2009, the Company is exempt from the EIT under the new law as detailed below. The company expects its exemption to continue since it operates in the rural agricultural business.

PRC’s legislative body, the National People’s Congress, adopted the unified EIT Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008. Under the new tax law, a unified income tax rate is set at 25% for both domestic enterprises and foreign-invested enterprises. However, there will be a transition period for enterprises, whether foreign-invested or domestic, that are currently receiving preferential tax treatments granted by relevant tax authorities. Enterprises that are subject to an enterprise income tax rate lower than 25% may continue to enjoy the lower rate and will transit into the new tax rate over a five year period beginning on the effective date of the EIT Law. Enterprises that are currently entitled to exemptions for a fixed term may continue to enjoy such treatment until the exemption term expires. Preferential tax treatments may continue to be granted to industries and projects that qualify for such preferential treatments under the new law.

No Income taxes have been included in the statements of operations and comprehensive loss for the reporting periods for EIT for the Company’s continuing operations in the PRC.

Value added tax (“VAT”)

Enterprises or individuals who sell commodities, engage in repair and maintenance or import or export goods in the PRC are subject to a value added tax in accordance with the PRC laws. The value added tax standard rate is 17% of the gross sales price. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s products can be used to offset the VAT due on the sales of the products.

10.          Commitments and contingencies

On January 1, 2009, the company entered two lease agreements with local village. Pursuant to these agreements, total area of 3.335 million square meters (5,000 acres) of land is leased from January 1, 2009 to December 31, 2023, with total annual lease payment of $436,116 (3,000,000 RMB).

11.          Concentration and risk

The Company's operations are carried out in the People’s Republic of China (“PRC”). Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company's results may be affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

  (a)   Major customers

For the years ended June 30, 2009 and 2008, 100% of the Company’s assets were located in the PRC

The Company had 4 customers that individually comprised 72% and 80% of net revenue for the years ended June 30, 2009 and 2008.

   As of June 30, 2009

Customers		Revenues					Accounts Receivable
Customer A		$	3,116,065	27	%		$	824,005
			2,360,222	21	%			715,051
			1,562,463	14	%			147,036
			1,198,702	10	%			239,336
	Total:	$	8,237,452	72	%	Total:	$	1,925,429

As of June 30, 2008

Customers		Revenues					Accounts Receivable
Customer A		$	870,715	29	%		$	10,781
			840,691	28	%			237,917
			450,370	15	%			45,025
			240,197	8	%			1,821
	Total:	$	2,401,974	80	%	Total:	$	295,546

(b)   Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

12.         Short-term borrowing (Line of Credit)

On March 31, 2009, the company entered a loan agreement with Chinese Commercial Bank for $73,186 (500,000 RMB) (Maximum Line of Credit $292,745 (2,000,000 RMB). The loan has monthly interest rate of 6.885% and matures in six months. As of June 30, 2009, the outstanding amount of this loan is $73,186 (500,000 RMB).

On March 20, 2008, the company entered a loan agreement with local Agriculture Bank for $218,688 (1,500,000 RMB) (Maximum Line of Credit 3,000,000 RMB). The loan has annual interest rate of 11.205% and matures in one year. This loan was paid off in total in March, 2009.

On March 26, 2007, the company entered a loan agreement with local Agriculture Bank for $196,967 (1,500,000 RMB) (Maximum Line of Credit 3,000,000RMB). The loan has annual interest rate of 10.224% and matures in one year. This loan was paid off in total in March, 2008.

13.   Supplemental cash flow disclosures

              Cash paid during the period ended June 30, 2009 and 2008 for interest and income taxes:

	2009		2008
Interest	$	17,361	$	24,455
Income tax		1,322		59,740

EX-99.2

MAN SHING AGRICULTURAL HOLDINGS, INC.

Pro Forma Condensed

Combined Financial Statements

For the years ended June 30, 2009 and 2008

MAN SHING AGRICULTURAL HOLDINGS, INC.

Pro Forma Condensed Combined Financial Statements

For the years ended June 30, 2009 and 2008

Index to Pro Forma Condensed Combined Financial Statements

	Pages
Introduction to Pro Forma Condensed Combined Financial Statements	1
Unaudited Pro Forma Condensed Combined Balance Sheet	2
Unaudited Pro Forma Condensed Combined Statement of Operations	3 - 5
Notes to Pro Forma Condensed Combined Financial Statements	6

MAN SHING AGRICULTURAL HOLDINGS, INC.

Introduction to Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of the merger of Hero Capital Profits Limited (“HCP”) and Weifang Xinsheng Food Co., Ltd., (“Xinsheng”) by Man Shing Agricultural Holdings, Inc. (“MSAH”) (the “Transaction”) on the historical financial position and results of operations of MSAH.

The pro forma balance sheet as of June 30, 2009 is based on the unaudited balance sheet of MSAH, and the audited consolidated balance sheet of HCP as of June 30, 2009.  The pro forma statements of operations for the years ended June 30, 2009 and 2008, respectively, are based on the unaudited statements of operations of MSAH for the years ended June 30, 2009 and 2008, respectively, and the audited consolidated statements of operations of HCP for the years ended June 30, 2009 and 2008, respectively.

The unaudited pro forma condensed combined statements of operations for the years ended June 30, 2009 and 2008 assume that the Transaction was consummated on July 1, 2007. The unaudited pro forma condensed combined balance sheet as of June 30, 2009 assumes the Transaction was consummated on that date.

The information presented in the unaudited pro forma condensed combined financial statements does not purport to represent what the financial position or results of operations of MSAH would have been had the Transaction occurred as of the dates indicated, nor is it indicative of the future financial position or results of operations for any period of MSAH.

The pro forma adjustments are based upon available information and certain assumptions that the management of MSAH believes are reasonable under the circumstances.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of MSAH and HCP.

MAN SHING AGRICULTURAL HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2009

(Stated in US Dollars)

	MSAH			HCP / Xinsheng (Consolidated)								Pro forma
	As of			As of			Pro forma					combined
	June 30, 2009			June 30, 2009			adjustment					total
ASSETS
Current assets:
Cash and cash equivalents	$	4,045		$	86,408			(4,045	)		D	$	86,408
Accounts receivable, trade		2,932			2,479,117			(2,931	)		D		2,479,118
Inventories		-			730,065								730,065
Prepayment		-			1,437,450								1,437,450
Due from affiliate		29,024			-			(29,024	)		D		-
Total current assets		36,001			4,733,040								4,733,041
Non-current assets:
Property, plant and equipment		275,000			631,362			(275,000	)		D		631,362
Accumulated depreciation		(6,791	)		(89,706	)		6,791			D		(89,706	)
Total fixed assets		268,209			541,656								541,656
TOTAL ASSETS	$	304,210		$	5,274,696							$	5,274,697
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowins	$	-		$	73,186							$	73,186
Accounts payable		8,876			346,482			(8,876	)		D		346,482
Other payables and accrued liabilities		3,886			460,048			(3,886	)		D		460,048
Received in advance		-			128,355								128,355
Taxes payable		-			57,272								57,272
Due to shareholders		-			100,304								100,304
Current portion of mortgage payables		3,526			-			(3,526	)		D		-
Total current liabilities		16,288			1,165,647								1,165,647
Long-term liabilities
Long-term mortgage payable		242,457			-			(242,457	)		D		-
Total liabilities		258,745			1,165,647								1,165,647
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, $.001 par, 25,000,000 shares authorized, 3,700,000 shares issued and outstanding at June 30, 2009		3,700			-								3,700
Common stock, $.001 par, 175,000,000 shares authorized, 201,962 shares issued and outstanding at June 30, 2009 and 33,001,962 subsequent to		20,196						12,806		B, C			33,002
Additional paid in capital		611,643			1			(648,344	)	A, B, C, D			(36,700	)
Statutory reserves		-			249,362								249,362
Accumulated other comprehensive income		-			133,433								133,433
(Accumulated deficit) retained earnings		(590,074	)		3,726,253			590,074			A		3,726,253
Total stockholders’ (deficit) equity		45,465			4,109,049								4,109,050
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	304,210		$	5,274,696							$	5,274,697

MAN SHING AGRICULTURAL HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended June 30, 2009

(Stated in US Dollars)

	MSAH			HCP / Xinsheng (Consolidated)		Pro forma				Pro forma
	Year ended			Year ended		adjustment				combined
	June 30, 2009			June 30, 2009						total
Revenues, net	$	46,816		$	11,404,328		(46,816	)	E	$	11,404,328
Cost of revenue		-			7,998,950						7,998,950
Gross profit		46,816			3,405,378						3,405,378
Operating expenses
Sales and marketing		148,376			441,556		(148,376	)	E		441,556
General and administrative		47,878			259,800						307,678
Stock issued for services		432,717			-						432,717
Total operating expenses		628,971			701,356						1,181,951
Income from operaions		(582,155	)		2,704,022						2,223,427
Other income (expenses)
Interest (expense)		(13,122	)		-						(13,122	)
Gain on sale of property		25,974			-						25,974
Non-operating income (expenses)		-			40,478						40,478
(Loss) income before income taxes		(569,303	)		2,744,500						2,276,757
Income tax expense		-			-						-
Net (loss) income	$	(569,303	)	$	2,744,500					$	2,276,757
Pro forma income per share		N/A			N/A					$	0.07
Number of Shares Affected by the Transaction		N/A			N/A				F		32,800,000

MAN SHING AGRICULTURAL HOLDINGS, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended June 30, 2008

(Stated in US Dollars)

	MSAH			HCP / Xinsheng (Consolidated)		Pro forma				Pro forma
	Year ended			Year ended		adjustment				combined
	June 30, 2008			June 30, 2008						total
Revenues, net	$	53,332		$	3,002,468		(53,332	)	E	$	3,002,468
Cost of revenue		-			2,331,487						2,331,487
Gross profit		53,332			670,981						670,981
Operating expenses
Sales and marketing		15,329			111,407		(15,329	)	E		111,407
General and administrative		36,339			72,827						109,166
Total operating expenses		51,668			184,234						220,573
Income from operaions		1,664			486,747						450,408
Other income (expenses)
Interest (expense)		(14,002	)		-						(14,002	)
Non-operating income (expenses)		-			32,936						32,936
(Loss) income before income taxes		(12,338	)		519,683						469,342
Income tax expense		-			-						-
Net (loss) income	$	(12,338	)	$	519,683					$	469,342
Pro forma income per share		N/A			N/A					$	0.01
Number of Shares Affected by the Transaction		N/A			N/A				F		32,800,000

MAN SHING AGRICULTURAL HOLDINGS, INC.

Notes to Pro Forma Condensed Combined Financial Statements

A = On August 20, 2009, MSAH entered into a Plan of Exchange with HCP and

filed an 8-K. The HCP stockholders acquired the majority of the outstanding common stock

of MSAH. The transaction is accounted for as a reverse purchase acquisition/

merger wherein HCP is the accounting acquirer and MSAH is the legal

acquirer. Accordingly, the accounting acquirer records the assets purchased and liabilities

assumed as part of the merger and the entire stockholders equity section of the legal acquirer

is eliminated with negative book value acquired offset against the paid in capital of the accounting acquirer.

B = To subsequently record 32,800,000 new common shares issued to HCP shareholders per 8-K above.

C = Reflect the 100:1 reverse stock split effective on August 20, 2009.

D = Eliminate MSAH assets and liabilities due to recapitalization.

E = Eliminate revenues and costs in connection with MSAH revenue-producing activity.

F = The denominator in computing pro forma earnings per shares is 32,800,000 shares, representing outstanding shares affected by the transaction per 8-K above.