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.