UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March~~September 3130, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-53146

MAN SHING AGRICULTURAL HOLDINGS, INC.

(Exact name of the registrant as specified in its charter)

Nevada		98-0660577
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

Linghe Town, Anqiu City

Weifang, Shandong Province

People’s Republic of China 262127

(Address of principal executive offices)

(86) 536-4644888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨x No ¨

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “ accelerated filer” and “ small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller Reporting Company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

Number of shares of common stock outstanding as of ~~April~~November 301, 2011: 48,026,958

Contents		~~Page(s)~~	Page(s)
PART I: FINANCIAL INFORMATION		2
Item 1 Financial Statements		2
Item 1	Financial Statements		2
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3 Quantitative and Qualitative Disclosure about Market Risk		22
Item 3	Quantitative and Qualitative Disclosure about Market Risk		22
Item 4 Controls and Procedures		22
Item 4	Controls and Procedures		22
PART II: OTHER INFORMATION		23
Item 1 Legal Proceedings		23
Item 1	Legal Proceedings		23
Item 1A Risk Factors		23
Item 1A	Risk Factors		23
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3 Defaults Upon Senior Securities		23
Item 3	Defaults Upon Senior Securities		23
Item 4 Removed and Reserved		23
Item 4	Removed and Reserved		23
Item 5 Other Information		23
Item 5	Other Information		23
Item 6 Exhibits		23
Item 6	Exhibits		23
SIGNATURES		24	23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act that involve risks and uncertainties. The actual results of Man Shing Agricultural Holdings, Inc. (including our subsidiaries and predecessors unless the context indicates otherwise, “we,” “us,” “our,” “MSAH,” ~~“Man Shing,”~~ or the “Company”) could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-Q. These forward-looking statements include statements of management’s plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion and acquisition strategy, our ability to raise additional capital to finance our activities; the effectiveness, profitability, and the marketability of our products; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our 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. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Readers are cautioned not to place undue reliance on these forward-looking statements. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.

PART I

ITEM 1 FINANCIAL STATEMENTS

Man Shing Agricultural Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets As of March 31, 2011 (unaudited) and June 30, 2010 (audited)

Man Shing Agricultural Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)


	September 30, 2011			June 30, 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	11,368,919		$	7,081,297
Accounts receivable, trade		6,876,540			6,330,625
Inventories		2,439,803			5,443,117
Deferred inventory costs		9,660,017			9,064,571
Prepayments		427,104			371,881
Other receivables		673			787
Tax recoverable		-			15,144
TOTAL CURRENT ASSETS		30,773,056			28,307,422

FIXED ASSETS
Property, plant, and equipment		1,716,628			1,619,838
Accumulated depreciation		(287,187	)		(257,250	)
Construction in progress		215,640			211,752
NET FIXED ASSETS		1,645,081			1,574,340

TOTAL ASSETS	$	32,418,137		$	29,881,762

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowing	$	1,951,250		$	1,916,064
Accounts payable		824,895			691,628
Other payables and accrued liabilities		1,489,055			1,685,016
Receipts in advance		372,532			402,557
Tax payable		104,500			-
TOTAL CURRENT LIABILITIES		4,742,232			4,695,265

LONG-TERM LIABILITIES
Convertible note		1,500,000			1,500,000

TOTAL LIABILITIES	$	6,242,232		$	6,195,265

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par, 25,000,000 shares authorized, 176,750 shares issued and outstanding at September 30, 2011and June 30, 2011, respectively	$	177		$	177
Common stock, $.001 par, 175,000,000 shares authorized, 48,026,958 shares issued and outstanding at September 30, 2011and June 30, 2011, respectively		48,027			48,027
Additional paid-in capital		4,225,545			4,210,545
Accumulated other comprehensive income		1,596,797			1,180,599
Statutory reserves		5,823,139			5,823,139
Retained earnings		14,482,220			12,424,010
TOTAL STOCKHOLDERS' EQUITY	$	26,175,905		$	23,686,497

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	32,418,137		$	29,881,762

	3/31/2011			6/30/2010
				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,299,438		$	378,929
Accounts receivable, trade		4,713,034		$	2,249,998
Inventory		8,423,476		$	4,938,043
Deferred inventory costs		4,993,926		$	5,118,558
Prepayments		523,621		$	350,668
Other receivables		777		$	747
TOTAL CURRENT ASSETS	$	24,954,272		$	13,036,943
FIXED ASSETS
Property, plant, and equipment		1,644,161			908,105
Accumulated depreciation		(253,325	)		(182,665	)
Construction in progress		17,404			124,697
NET FIXED ASSETS	$	1,408,240		$	850,137
TOTAL ASSETS	$	26,362,512		$	13,887,080
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowing	$	366,055		$	352,087
Note payable		318,375		$	318,375
Accounts payable		1,383,587		$	597,791
Other payables and accrued liabilities		1,037,691		$	1,047,529
Received in advance		407,566		$	314,916
Tax payable		257,350		$	128,338
TOTAL CURRENT LIABILITIES	$	3,770,624		$	2,759,037
LONG-TERM LIABILITIES
Convertible Note	$	1,500,000		$	1,500,000
TOTAL LIABILITIES	$	5,270,624		$	4,259,037
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par, 25,000,000 shares authorized, 176,750 and 3,535,000 shares issued and outstanding at March 31, 2011 and June 30, 2010, respectively		177			3,535
Common stock, $.001 par, 175,000,000 shares authorized, 48,026,958 and 38,026,958 shares issued and outstanding at March 31, 2011 and June 30, 2010, respectively		48,027			38,027
Additional paid-in capital		4,195,545			177,187
Accumulated other comprehensive income		855,085			189,186
Statutory reserves		5,823,139			2,134,501
Accumulated earnings		10,169,915			7,085,608
TOTAL STOCKHOLDERS' EQUITY	$	21,091,888		$	9,628,043
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	26,362,512		$	13,887,080

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Man Shing Agricultural Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income For the Three and Nine Months Ended March 31, 2011 and 2010

Man Shing Agricultural Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
For the Three Months Ended September 30, 2011 and 2010

	For the Three Months Ended
	September 30, 2011			September 30, 2010
Revenues
Sales	$	7,181,048		$	7,333,954
Cost of sales		4,274,273			4,163,709
Gross profit		2,906,775			3,170,245

Operating expenses
Selling and marketing expenses		645,373			782,208
General and administrative expenses		144,718			150,202
Total operating expenses		790,091			932,410

Operating income		2,116,684			2,237,835

Other income (expenses), net
Financial income (expenses), net		(77,893	)		(28,867	)
Non-operating income (expense), net		19,419			(236	)
Total other income (expenses), net		(58,474	)		(29,103	)

Income from operations before income taxes		2,058,210			2,208,732

Income taxes		-			-

Net Income		2,058,210			2,208,732

Other comprehensive income
Foreign currency translation gain		416,198			247,962

Total comprehensive income	$	2,474,408		$	2,456,694

Weighted average number of shares outstanding
Basic		48,026,958			36,345,522

Diluted		49,794,458			72,389,015

Earnings per share
Basic	$	0.04		$	0.06

Diluted	$	0.04		$	0.03

	For the Three Months Ended						For the Nine Months Ended
	3/31/2011			3/31/2010			3/31/2011			3/31/2010
Revenues
Sales		7,947,540			5,283,909			23,419,274			15,074,376
Cost of sales		4,625,866			3,118,228			13,598,988			9,873,399
Gross profit		3,321,674			2,165,681			9,820,286			5,200,977
Operating expenses
Selling and marketing		697,745			353,446			2,196,824			816,749
General and administrative		320,741			85,562			716,096			305,553
Total Operating Expenses		1,018,486			439,008			2,912,920			1,122,302
		2,303,188			1,726,673			6,907,366			4,078,675
Other income (expenses), net
Financial income (expenses), net		(71,489	)		(11,302	)		(219,432	)		(27,643	)
Non-operating income (expense), net		80,167			-			80,273			4,237
Total other income (loss), net		8,678			(11,302	)		(139,159	)		(23,406	)
Income from Operations		2,311,866			1,715,371			6,768,207			4,055,269
Income taxes		-			-			-			-
Net Income		2,311,866			1,715,371			6,768,207			4,055,269
Other comprehensive income (loss), net
Foreign currency translation gain (loss), net		222,610			21,629			665,899			(19,731	)
Total comprehensive income		2,534,476			1,737,000			7,434,106			4,035,538
Weighted average number of shares outstanding
Basic		45,138,069			36,068,625			40,371,280			25,456,776
Diluted		46,905,569			72,068,625			62,804,934			61,741,962
Earnings per share
Basic		0.05			0.05			0.17			0.16
Diluted		0.05			0.02			0.11			0.07

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Man Shing Agricultural Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows For the Nine Months Ended March 31, 2011 and 2010

Man Shing Agricultural Holdings, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Three Months Ended September 30, 2011 and 2010

	For the Three Months Ended
	Septembet 30, 2011			Septembet 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,058,210		$	2,208,732
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		24,965			19,381
Reversal of provision for doubtful accounts		(12,227	)		-
Stock-based compensation to service providers		15,000			-
Increase (decrease) in cash from changes in:
Accounts receivable, trade		(491,588	)		(444,024	)
Prepayments		(51,026	)		(3,135,878	)
Deferred inventory costs		(424,776	)		-
Inventories		3,072,807			2,296,487
Other receivables		-			-
Accounts payable		121,094			(74,553	)
Tax payable		118,745			76,207
Other payables and accrued liabilities		(214,629	)		(1,212	)
Receipts in advance		(37,046	)		19,215
NET CASH PROVIDED BY OPERATING ACTIVITIES		4,179,529			964,355

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment		(66,386	)		(20,734	)
Construction in progress		-			(155,067	)
NET CASH USED IN INVESTING ACTIVITIES		(66,386	)		(175,801	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of common stock		-			2,600,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		-			2,600,000

Effect of exchange rate changes on cash and cash equivalents		174,479			40,125

NET INCREASE IN CASH AND CASH EQUIVALENTS		4,287,622			3,428,679

CASH AND CASH EQUIVALENTS:
Beginning of period		7,081,297			378,930
End of period	$	11,368,919		$	3,807,609

Supplemental disclosure of cash flow information

Cash paid for:
Interest	$	63,923		$	6,027
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Stocke-based compensation to service providers	$	15,000		$	-

	For the Nine Months Ended at
	3/31/2011			3/31/2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		6,768,207			4,055,270
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		62,316			51,840
Stock-based compensation to service providers		-			(189,491	)
Increase (decrease) in cash from changes in:
Accounts receivable, trade		(2,332,714	)		869,140
Prepayments		(166,681	)		(1,609,329	)
Deferred inventory costs		322,022			-
Inventory		(3,232,632	)		(5,503,835	)
Other receivables		-			(80,170	)
Accounts payable		748,898			(88,732	)
Tax payable		121,777			154,782
Other payables and accrued liabilities		(37,510	)		260,349
Received in advance		78,644			227,668
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		2,332,327			(1,852,509	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment		(577,622	)		(230,008	)
NET CASH USED IN INVESTING ACTIVITIES		(577,622	)		(230,008	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase of due to a director		-			684
Proceeds from short-term loans		-			279,128
Proceeds from Notes payable		-			1,818,375
Proceeds from issue of common stock		4,025,129			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,025,129			2,098,187
Foreign Currency Translation Adjustment		140,675			(19,731	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,920,509			(4,061	)
CASH AND CASH EQUIVALENTS:
Beginning of period		378,929			86,408
End of period		6,299,438			82,347
Supplemental disclosure of cash flow information
Cash paid for:
Interest		83,345			13,461
Income taxes		-			-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

1.	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles in the United States of America for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary ~~for~~to amake ~~fair presentation of~~ the ~~results~~financial ~~for~~statements ~~the~~not ~~interim periods presented~~misleading. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended June 30, ~~2010~~2011.

2.	ORGANIZATION BACKGROUND

Man Shing Agricultural Holdings, Inc. (~~the~~“Man Shing”), formerly known as Montgomery Real Estate Services, Inc. (“~~Company~~Montgomery”), was incorporated on February 8, 2000 under the laws of the State of Nevada. From the beginning of 2003 until December 31, 2007, ~~the~~Montgomery ~~Company~~ had no operations and no assets and was considered a dormant company. Subsequent to December 31, 2007, ~~the~~Montgomery ~~Company~~ began operating in the real estate industry and engaged in the business of buying, selling, renting, and improving real estate.

As of August 20, 2009, ~~the~~Man ~~Company~~Shing entered into a Plan of Exchange (the “Agreement”) between and among ~~the~~Man ~~Company~~Shing, Hero Capital Profits Limited (“Hero”), a company organized and existing under the laws of the British Virgin Islands ~~(including its successors and assigns “HCP”)~~, Weifang Xinsheng Food Co., Ltd. (“Xinsheng”), a company organized and existing under the laws of the People’s Republic of China ~~(“Xinsheng”)~~, and the shareholders of Xinsheng ~~(the “Xinsheng Shareholders”)~~. Pursuant to the terms of the Agreement, ~~the~~Man ~~Company~~Shing acquired one hundred percent (100%) of the issued and outstanding share capital of ~~HCP~~Hero from the ~~HCP~~shareholders ~~Shareholders~~of Hero in exchange for a new issuance of 32,800,000 shares of common stock of ~~the~~Man ~~Company~~Shing and the simultaneous transfer of 3,535,000 shares of ~~the~~Man ~~Company~~Shing’s preferred stock to the ~~HCP~~ shareholders of Hero, held in the name of the Northeast Nominee Trust, (of which Duane Bennett, ~~Former~~the ~~President~~former president of ~~the~~Man ~~Company~~Shing, asis trustee), which gave the ~~HCP~~ shareholders of Hero an interest in ~~the~~Man ~~Company~~Shing representing 99.38% of the issued and outstanding shares. ~~Upon completion~~ of ~~the~~common ~~exchange,~~stock ~~HCP~~ and ~~Xinsheng~~98.19% ~~became~~of the ~~Company’s~~issued ~~wholly-owned~~and ~~subsidiaries.~~outstanding ~~All~~shares of ~~these~~preferred ~~conditions~~stock to(the ~~closing~~“Transaction”). ~~have~~Upon ~~been~~completion ~~met,~~of ~~and~~ the ~~Company~~exchange, ~~HCP,~~Hero and Xinsheng, ~~and~~became ~~the~~Man ~~Xinsheng~~Shing’s ~~Shareholders~~wholly ~~declared~~owned ~~the~~subsidiaries. ~~exchange~~The ~~transaction~~Transaction was consummated on August 20, 2009.

The ~~Exchange~~Transaction ~~and~~has ~~the Transfer have~~ been ~~respectively~~ accounted for as reverse acquisition and recapitalization of ~~the~~Man ~~Company~~Shing and ~~HCP~~Hero / Xinsheng whereby ~~HCP~~Hero / Xinsheng is deemed to be the accounting acquirer (legal acquiree) and ~~the~~Man ~~Company~~Shing to be the accounting acquiree (legal acquirer) under the ~~Exchange~~Transaction. The ~~unaudited condensed~~ consolidated financial statements are in substance those of Xinsheng, with the assets and liabilities, and revenues and expenses, of ~~the~~Man ~~Company~~Shing and ~~HCP~~Hero being included effective from the ~~respective~~ consummation ~~dates~~date of the ~~Exchange and the Transfer~~Transaction.

On September 2, 2009, Montgomery changed its name to Man Shing Agricultural Holdings, Inc. to more accurately reflect the business after a stock exchange transaction with Hero and Xinsheng.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

~~The~~Man ~~Company~~Shing, Hero and ~~its~~Xinsheng ~~subsidiaries~~ are hereinafter referred to in these ~~Notes~~notes as “the “Company”.

On September 2, 2009, the Company changed its name to Man Shing Agricultural Holdings, Inc. to more accurately reflect the Company’s business after a stock exchange transaction with HCP and Xinsheng.

3.	DESCRIPTION OF BUSINESS

The Company is engaged in the production and processing of fresh and frozen vegetables, mainly ginger but also including other vegetables such as onion and garlic. The Company strives to provide high quality products to its customers. ~~The~~As of September 30, 2011, the Company ~~leases~~leased 110,000 square meters of factory space ~~and~~from ~~leases~~an 5individual and 7.37 million square meters of ~~farm~~farmland ~~land~~from PRC Government in Anqiu, Shandong Province, which is one of the largest ginger ~~farm~~farmlands ~~lands~~ in the region.

On March 31, 2011, the Company leased an additional 2.4 million square meters, or 3,620 mu, of farmland, with an annual rental of approximately $530,000, increasing total farmland by approximately 45% to 7.7 million square meters. The newly leased farmland is located in close proximity to the 5.3 million square meters of land currently leased in Anqiu, Shandong Province. Planting on the new 2.4 million square meters and existing 5.3 million square meters of farmland began in April 2011.

The Company has signed an agreement with a farmland owner in Japan. The agreement was executed on December 17, 2010 and runs for a term of one year from February 1, 2011 to January 31, 2012, and pursuant to which the Company will lease a farmland which sits on 70,186 square meters of land in Japan with an annual rental of approximately $128,000.

The Company has been certified by the British Retail Consortium Global Food Standard for Food Safety and has met the requirements of Operational HACCP Specification.

~~Our~~The ~~Products~~Company’s products

Fresh Vegetables

Ginger

Frozen Vegetables Peeled Ginger Diced Garlic Diced Ginger Garlic Puree Ginger Puree Cubes Garlic Puree Cubes Ginger Puree Peeled Garlic Strawberry Diced Onion

~~Peeled~~4. ~~Ginger~~RECENTLY ~~Diced~~ISSUED ~~Garlic~~ACCOUNTING ~~Diced Ginger Garlic Puree Ginger Puree Cubes Garlic Puree Cubes Ginger Puree Peeled Garlic Strawberry Diced Onion~~STANDARDS

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). The ASU amends the fair value measurement and disclosure guidance in ASC 820, “Fair Value Measurement,” to converge US GAAP and International Financial Reporting Standards requirements for measuring amounts at fair value as well as disclosures about these measurements. Many of the amendments clarify existing concepts and are generally not expected to result in significant changes to how many companies currently apply the fair value principles. In certain instances, however, the FASB changed a principle to achieve convergence, and while limited, these amendments have the potential to significantly change practice for some companies. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011 and, for the Company, the amendments are effective beginning in July 1, 2013.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220), Presentation of Comprehensive Income” (“ASU 2011-05”). The new US GAAP guidance gives companies two choices of how to present items of net income, items of other comprehensive income (“OCI”) and total comprehensive income: companies can create one continuous statement of comprehensive income or two separate consecutive statements. Companies will no longer be allowed to present OCI in the statement of stockholders’ equity. Earnings per share would continue to be based on net income. Although existing guidance related to items that must be presented in OCI has not changed, companies will be required to display reclassification adjustments for each component of OCI in both net income and OCI. Also, companies will need to present the components of OCI in their interim and annual financial statements. The amendments in the ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and, for the Company, the amendments are effective beginning July 1, 2013.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

~~Our~~The ~~customers~~Company believes that adoption of ASU 2011-04 and ASU 2011-05 will not impact the results of operations, financial position or cash flows of the Company.

~~The~~5. ~~following~~ACCOUNTS ~~table depicts our top five customers and their percentage of current sales for the nine months ended March 31~~RECEIVABLE, ~~2011.~~NET

~~Top~~The 5majority ~~customers~~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 establishes an allowance for doubtful accounts based on management’s assessment of the ~~nine~~collectibility ~~months~~of ~~ended~~trade ~~March~~receivables. 31The Company considers the historical level of credit losses and applies percentage to aged receivables categories. During the reporting periods, ~~2011~~management establishes a general provision allowance equivalent to 0.5% of the gross amount of trade receivables due in less than 1 year, 5% of the gross amount of trade receivables due from 1 to 2 years, and 10% of the gross amount of trade receivables due from 2 to 3 years. Management completely writes off the gross amount of trade receivables due over 3 years.

~~(Total~~Based ~~sales~~upon ~~revenue~~the ~~for~~aforementioned criteria, management has determined that the ~~nine~~allowances ~~months~~for ~~ended~~doubtful ~~March~~accounts of $19,840 and $31,608 are appropriate as of September 30, 2011: ~~US$23~~and June 30,~~419~~ 2011,~~274)~~ respectively.

Customer	Revenues			%
	September 30, 2011			June 30, 2011
1. Customer A	US$	3,879,590			17	%
Accounts receivable, gross	$	6,896,380		$	6,362,233
2. Customer B	US$	2,350,929			10	%
Less: allowance for doubtful accounts		(19,840	)		(31,608	)
3. Customer C	US$	1,970,524			8	%
Accounts receivable, net	$	6,876,540		$	6,330,625
4. Customer D	US$	1,553,014			7	%
5. Customer E	US$	1,406,641			6	%
Total	US$	11,160,698			48	%

6.	INVENTORIES

	September 30, 2011		June 30, 2011

Raw materials	$	1,833,092	$	5,038,706
Finished goods		606,711		404,411
	$	2,439,803	$	5,443,117

For the three months ended September 30, 2011 and the year ended June 30, 2011, no provision for obsolete inventories was recorded by the Company.

7.	DEFERRED INVENTORY COSTS

The deferred inventory costs of $9,660,017 as of September 30, 2011 represented farmland rental of $1,408,700, cost of ginger seeds of $2,371,413, $4,476,641 of fertilizers and supplies, and other items of $1,403,263. The deferred inventory costs of $9,064,571 as of June 30, 2011 represented farmland rental of $1,406,615, cost of ginger seeds of $2,317,621, $3,955,192 of fertilizer and supplies, and other items of $1,385,143. These items were used in the planting of ginger which will be transferred to inventories at the time of harvests.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

Geographic segmentation of our customer base by designation of delivery:

Market	% of revenue contribution
Japan		38	%
UK		36	%
Netherlands		17	%
Others		9	%
Total		100	%

4. RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations.

5. 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 $11,968 and $11,512 are appropriate as of March 31, 2011 and June 30, 2010, respectively.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2011 AND 2010

(STATED IN US DOLLARS)

	March 31, 2011			June 30, 2010
Accounts receivable, gross	$	4,725,002		$	2,261,510
Less: allowance for doubtful accounts		(11,968	)		(11,512	)
Accounts receivable, net	$	4,713,034		$	2,249,998

6. INVENTORY

	March 31, 2011			June 30, 2010
Raw materials			7,784,051			4,551,760
Finished goods			639,425			386,283
Inventories		$	8,423,476		$	4,938,043

For the nine months ended March 31, 2011 and the year ended June 30, 2010, no provision for obsolete inventories was recorded by the Company.

7. DEFERRED INVENTORY COSTS

The deferred inventory costs of $4,993,926 as of March 31, 2011 represent mainly rental of $1,527,154, cost of ginger seeds of $2,293,230, fertilizers of $880,556 and supplies and other items of $292,986 as of March 31, 2011. The deferred inventory costs of $5,118,558 as of June 30, 2010 represent mainly rental of $469,449, cost of ginger seeds of $3,127,384, fertilizers of $787,658 and supplies and other items of $734,067. These items were used in the planting of the ginger which will become the major components of and transferred to inventories at time of harvests.

8.	SHORT-TERM BORROWING (LINE OF CREDIT)

On March 17, 2011, ~~the~~Xinsheng ~~Company~~ entered ~~into~~ a loan agreement with Bank of Weifang in the PRC for a facility of approximately $377,661 (RMB2,400,000). The loan has an annual interest rate of 9.696% and matures on March 16, 2012 (12twelve months following the date the loan was entered into). The loan ~~was~~is guaranteed by an unrelated third party. As of ~~March~~September 3130, 2011, the outstanding amount of this loan was $377,661 (RMB2,400,000 ~~($366,055~~).

On May 9, 2011, Xinsheng entered a loan agreement with Agricultural Development Bank of China in the PRC for a facility of approximately $1,573,589 (RMB10,000,000). The loan has an annual interest rate of 6.31 % and matures on May 8, 2012 (twelve months following the date the loan was entered into). The loan is guaranteed by an unrelated third party and a personal guaranty of Mr. Shili Liu, the Company’s CEO, President and Chairman. As of September 30, 2011, the outstanding amount of this loan was $1,573,589 (RMB10,000,000).

9.	NOTE PAYABLE AND CONVERTIBLE REDEEMABLE DEBENTURES

~~Effective~~On September 9, 2009, the Company issued a secured note in the amount of $450,000 (the “Secured Note”) to a non-affiliate, which was secured by 2,250,000 shares of common stock of the Company. The Secured Note iswas interest-free and due on June 8, 2011. AsThe ofCompany ~~March~~fully ~~31,~~repaid ~~2011,~~ the ~~balance of the~~ Secured Note ~~was~~on ~~$318~~June 8,~~375~~ 2011.

On January 4, 2010, the Company issued a secured convertible redeemable debenture (“Debenture I”) in the amount of $1,000,000, along with 800,000 shares of the Company’s common stock, to a non-affiliate investor, which was secured by 6,286,250 shares of the Company’s common stock and 839,562 shares of the Company’s preferred stock (equivalent to 14,681,870 shares of common stock), representing a pro rata portion of a majority position in the Company’s common stock owned by Mr. Shili Liu, ~~the President of the Company.~~ The 839,562 shares of the Company’s pledged preferred stock were released ~~and cancelled~~ on November 30, 2010 and cancelled on December 16, 2010, respectively.

9Debenture I bears an annual interest rate of 8% payable quarterly in cash, and a default interest rate of 16% per annum. All or any part of the principal amount of Debenture I, plus accrued interest, may be converted into shares of the Company’s common stock at a price per share equal to two dollars ($2.00), at the option of the holder. Debenture I matures three years after the date of issuance. The non-affiliate investor has the right to acquire an additional debenture of $100,000 and 80,000 shares within three years from the date of issuance, for an aggregate purchase price of up to $1,000,000.

On January 14, 2010, the Company issued a secured convertible redeemable debenture (“Debenture II”) in the amount of $500,000, along with 400,000 shares of the Company’s common stock, to a non-affiliate investor, which was secured by 3,143,125 shares of the Company’s common stock and 419,781 shares of the Company’s preferred stock (equivalent to 7,340,935 shares of common stock), representing a pro rata portion of a majority position in the Company’s common stock owned by Mr. Shili Liu. The 419,781 shares of the Company’s pledged preferred stock were released on November 30, 2010 and cancelled on December 16, 2010, respectively.

Debenture II bears an annual interest rate of 8% payable quarterly in cash, and a default interest rate of 16% per annum. All or any part of the principal amount of Debenture II, plus accrued interest, may be converted into shares of the Company’s common stock at a price per share equal to two dollars ($2.00), at the option of the holder. Debenture II matures three years after the date of issuance. The non-affiliate investor has the right to acquire an additional debenture of $100,000 and 80,000 shares within three years from the date of issuance, for an aggregate purchase price of up to $1,000,000.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

~~Debenture~~The ICompany ~~bears~~recognized anthe ~~annual~~above ~~interest~~debentures ~~rate of 8% payable quarterly in cash,~~ and aaccrued ~~default~~ interest ~~rate~~at ofcarrying ~~16%~~amounts ~~per~~and ~~annum.~~the ~~All~~shares ~~or any part~~ of ~~the~~common ~~principal~~stock ~~amount~~were ofrecognized ~~Debenture~~as I,a ~~plus~~prepaid ~~accrued~~expense ~~interest,~~using ~~could~~the bebid ~~converted~~price ~~into shares~~ of the Company’s common stock at athe ~~price~~issuance ~~per~~date, ~~share~~amortized ~~equal~~ to ~~two~~stock-based ~~dollars~~compensation ~~($2.00),~~expenses atover the ~~option~~maturity ~~of the holder~~period.

OnPursuant ~~January~~to ~~14,~~Registration ~~2010~~Rights Agreements, (the ~~Company issued a secured convertible redeemable debenture (~~“~~Debenture II~~RRAs”) in the ~~amount~~Company ofhad ~~$500,000,~~to ~~along~~file ~~with~~registration ~~400,000~~statements ~~shares~~with of the ~~Company’s~~Securities ~~common~~and ~~stock,~~Exchange toCommission a(“SEC”) ~~non-affiliate~~within ~~investor,~~thirty ~~which~~days ~~was secured by 3,143,125 shares~~ of the ~~Company’s~~issuance ~~common~~of ~~stock~~Debentures I and ~~419~~II,~~781~~ ~~shares~~respectively, ofand ~~the~~have ~~Company’s~~those ~~preferred~~registration ~~stock~~statements ~~(equivalent~~declared toeffective ~~7,340,935~~within ~~shares~~120 days of ~~common~~issuance. ~~stock),~~If ~~representing~~these aregistrations ~~pro~~and ~~rata~~effective ~~portion~~declarations ofdid anot ~~majority~~occur, ~~position in~~ the Company’s ~~common~~was ~~stock~~to ~~owned~~pay bydamages ~~Mr.~~to ~~Shili Liu,~~ the ~~President~~holder of the ~~Company~~debenture. The ~~419,781~~RRAs ~~shares~~were ofrescinded ~~the~~pursuant ~~Company’s~~to ~~pledged~~an ~~preferred~~agreement ~~stock~~between ~~were~~the ~~released~~Company and ~~cancelled~~the investors on ~~November~~September 3013, 2010 ~~and December 16, 2010, respectively~~.

~~Debenture~~At IIany ~~bears~~time anprior ~~annual~~to ~~interest~~the ~~rate~~maturity ofdate 8%after ~~payable~~twelve ~~quarterly~~months infrom ~~cash,~~the ~~and~~date aof ~~default~~issue ~~interest rate~~ of ~~16%~~the ~~per~~debentures, ~~annum.~~the ~~All~~Company orwill ~~any~~have ~~part~~the ofright ~~the~~to ~~principal~~redeem ~~amount~~all ofthe ~~Debenture~~debentures IIthen outstanding, ~~plus~~by ~~accrued~~payment ~~interest~~in full, ~~could~~and benot ~~converted~~in ~~into~~part, ~~shares~~ of the ~~Company’s~~outstanding ~~common~~principal ~~stock~~amount atdue plus a ~~price~~premium ~~per share~~ equal to ~~two~~50% ~~dollars~~of ~~($2.00)~~the principal amount being paid, atplus all accrued and unpaid interest due through the ~~option~~date of ~~the~~payment ~~holder~~without premium.

10.	STOCKHOLDERS’ EQUITY

On August 20, 2009, ~~the~~Man ~~Company~~Shing executed the Agreement among the Company, ~~HCP~~Hero, the shareholders of ~~HCP~~Hero and Xinsheng, pursuant to which ~~the~~Man ~~Company~~Shing issued 32,800,000 new shares of common stock ~~of the Company~~ to ~~HCP~~ shareholders of Hero and simultaneously transferred 3,535,000 shares of ~~the~~Man ~~Company~~Shing’s preferred stock to the ~~HCP~~ shareholders of Hero, held in the name of the Northeast Nominee Trust, in exchange for 100% of the capital stock of ~~HCP~~Hero and Xinsheng. On September 2, 2009, ~~the~~Man ~~Company~~Shing effectuated a 1 for 100 reverse split of its common stock. All common stock and per share data for all periods presented in these financial statements ~~have~~reflect ~~been restated to give effect to~~ the reverse stock split.

On September 17, 2009, 100,000 shares of ~~preferred~~Preferred ~~stock~~Stock were converted into 1,000,000 shares of common stock, based on a rate of 10 shares for one, per the request of the preferred stockholder.

Immediately following completion of the share ~~exchange~~ transaction and the preferred stock conversion, the Company had a total of 34,001,963 shares of its common stock issued and outstanding.

Pursuant to a binding term sheet, dated November 26, 2009, the Company issued 1,500,000 shares of common stock on December 8, 2009 to an ~~investor~~investment bank. The fair value of the 1,500,000 shares was determined using the bid price of the Company’s common stock on the measurement date, at a price of $0.25 per share. Accordingly, the Company calculated the stock-based compensation of $375,000 at its fair value.

Pursuant to the two Securities Purchase Agreements, dated January 4, 2010 and January 14, 2010, respectively, the Company issued a total of 1,200,000 shares of common stock to ~~the~~ non-affiliated investors.

During the third quarter of 2010, the Company issued 549,995 shares of the Company’s common stock to a consultant for ~~the~~ services rendered. The fair value of the 549,995 shares was determined using the bid price of the Company’s common stock on the measurement date, at a price of $0.25 per share. Accordingly, the Company calculated the stock-based compensation of $137,499 at its fair value.

109

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

On May 27, 2010, the Company issued 125,000 shares of the Company’s common stock to a consultant for ~~the~~ services rendered. The fair value of the 125,000 shares was determined using the bid price of the Company’s common stock on the measurement date, at a price of $0.25 per share. Accordingly, the Company calculated the stock-based compensation of $31,250 at its fair value.

On May 5, 2010, 65,000 shares of preferred stock were converted into 650,000 shares of common stock, based on a rate of 10 common shares for ~~one~~each preferred stock, ~~per~~at the request of the preferred stockholder pursuant to the terms of the preferred stock.

On September 13, 2010, the Company entered into securities purchase agreements with non-affiliate investors. Pursuant to the Agreements, the ~~Investors~~investors ~~will~~purchased ~~purchase~~ an aggregate of 10,000,000 shares of common stock of the Company for consideration of $0.40 per share of Common Stock (an aggregate of $4,000,000). On January 18, 2011, the transactions contemplated by those certain securities purchase agreements dated as of September 13, 2010, as amended on November 14, 2010, were consummated.

Pursuant to certain cancellation agreement and amendments to certain securities purchase agreements dated November 14, 2010, Mr. Shili Liu agreed to cancel ~~his own~~ 3,358,250 preferred shares of the Company owned by him. On December 16, 2010, the 3,358,250 shares of preferred stock held by Mr. Shili Liu were cancelled.

11.	INCOME TAXES

The Company’s wholly owned subsidiary is subject to the PRC Enterprise Income Tax (“EIT”) at the statutory rate of 25% 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~~quarter ~~year~~ended ~~2009~~September 30, 2011 and ~~2010~~year ended June 30, 2011, the Company is ~~exempt~~exempted from the EIT ~~under~~as ~~the~~it ~~new~~engages ~~law~~in agricultural business as ~~detailed~~approved ~~below~~by PRC tax bureau. The Company must renew the exemption annually. The ~~company~~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~~replaced the 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 income for the reporting periods for EIT for the Company’s continuing operations in the PRC.

The Company conducts all its operating business through its subsidiary in China. The subsidiary is governed by the income tax laws of the PRC and dodoes not have any material deferred tax assets or deferred tax liabilities under the income tax laws of the PRC because there are no material temporary differences between financial statement carrying amounts and the tax bases of existing assets and liabilities.

The Company by itself does not have any business operating activities in the United States and is therefore not subject to United States income tax.

1110

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

The ~~Company~~following ~~has~~table ~~not~~reconciles ~~provided~~the ~~deferred~~statutory ~~tax~~rates ~~liabilities~~to ofthe ~~$1,202,609~~Company’s ~~and~~effective ~~$840,638~~tax ~~as of~~rates ~~March~~for ~~31,~~the ~~2011~~quarter ~~and~~ended ~~June~~September 30, ~~2010,~~2011 ~~respectively,~~and onJune ~~undistributed earnings attributable to its PRC subsidiary since January 1~~30, ~~2008 as it intends to reinvest such earnings and the payment of dividends is indefinitely postponed.~~2011:

	Quarter ended			Year ended
	Sept 30, 2011			June 30, 2011
PRC statutory rates		25	%		25	%
Effect of tax rates in different jurisdiction		(1.08	)%		(0.46	)%
Effect of non-deductible expenses		61.39	%		61.09	%
Change in valuation allowance		1.91	%		3.69	%
Effect of tax exemption of PRC subsidiary		(87.22	)%		(89.32	)%

Effective income rate		0	%		0	%

The Company has not provided deferred tax liabilities of $1,705,394 and $1,491,362 as of September 30, 2011 and June 30, 2011, respectively, on undistributed earnings attributable to its PRC subsidiary since January 1, 2008 as it intends to reinvest such earnings and the payment of dividends is indefinitely postponed.

As of September 30, 2011 and June 30, 2011, Man Shing had accumulated net operating loss carryforwards for United States federal income tax purposes of approximately $2,644,654 and $2,529,326, respectively, that are available to offset future taxable income. Realization of the net operating loss carryforwards is dependent upon future profitable operations. In addition, the carryforwards may be limited upon a change of control in accordance with Internal Revenue Code Section 382, as amended. Accordingly, management has recorded a full valuation allowance to reduce deferred tax assets associated with the net operating loss carryforwards to zero at September 30, 2011 and June 30, 2011. The net operating loss carryforwards expire in various years through 2030.

Net deferred tax assets relate solely to Man Shing, and consist of the following components as of September 30, 2011 and June 30, 2011:

	Sept 30, 2011			June 30, 2011
Deferred tax assets		926,000			885,000
Less: valuation allowance		(926,000	)		(885,000	)

Net deferred tax assets		-			-

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~~VAT ~~added tax~~ standard rate is 13% 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.

12.	EARNINGS PER SHARE

Basic earnings per share is computed using the weighted-average number of the ~~ordinary~~common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of ~~ordinary~~common shares and ~~ordinary~~common share equivalents outstanding during the period.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(STATED IN US DOLLARS)

The following tables illustrate the computation of basic and diluted earnings per share:

	Three months ended
	March 31,
	September 30,
	2011		2010
Net income for the period	$	2,~~311~~058,~~866~~210	$	12,~~715~~208,~~371~~732
Determination of shares:
Weighted-average common shares outstanding (Basic)		4548,~~138~~026,~~069~~958		36,~~068~~345,~~625~~522
Assumed conversion of preferred stock		1,767,500		36,~~000~~043,~~000~~493
Weighted-average common shares outstanding (Diluted)		4649,~~905~~794,~~569~~458		72,~~068~~389,~~625~~015
Basic earnings per share	$	0.0504	$	0.0506
Diluted earnings per share	$	0.0504	$	0.0203

Conversion of the convertible notes (see note 9) is not assumed and the related 750,000 shares (Convertible notes of $1,500,000 at conversion price of $2) were not included in weighted average share calculation as the conversion would be anti-dilutive because the conversion price was higher than the market value per share of the common stock as of September 30, 2011 and 2010.

13.	COMMITMENT AND CONTINGENCIES

The Company has entered into the following material lease agreements.

On December 30, 2008, and December 31, 2009 the Company entered into lease agreements with local government. Pursuant to these agreements, total area of 3.335 million square meters (5,000 mu) and 2 million square meters (3,000 mu) of land are leased from January 1, 2009 to December 31, 2023 and January 1, 2010 to December 31, 2025, with total annual lease payment of $472,077 (RMB3,000,000) and $283,246 (RMB 1,800,000), respectively.

On July 1, 2009, the Company entered into a lease agreement with a third party. Pursuant to the agreement, the company leased the office building and plant from July 1, 2009 to June 30, 2014. The first year rent is waived and the annual lease payment starting in the second year is $141,623 (RMB900,000). The Company recognized the aggregate benefit of rent incentives as a reduction of rental expense over the lease term, on a straight-line basis.

On October 6, 2010, the Company entered into several lease agreements with a local village for inventory (ginger) storage. Pursuant to these agreements, annual lease payment will be calculated upon on the weight of inventory storage (RMB280 per ton).

On March 31, 2011, the Company entered into a land lease agreement with the local government pursuant to which the Company agreed to lease 3,620 mu of farmland (approximately 2.4 million square meters). The term of the lease is six years, from January 1, 2011 through December 31, 2016 with an annual lease fee of approximately $546,853 (RMB3,475,200).

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

	Nine months ended
Future aggregated annual lease payments are as follows:
	March 31,
Year Ending June 30,
	2011		2010
2012	$	1,448,193
Net income for the period	$	6,768,207	$	4,055,269
2013		1,443,799
Determination of shares:
2014		1,443,799
Weighted-average common shares outstanding (Basic)		40,371,280		25,456,776
2015		1,302,176
Assumed conversion of preferred stock		22,433,654		36,285,186
2016		1,302,176
Weighted-average common shares outstanding (Diluted)		62,804,934		61,741,962
Thereafter		6,032,762
Basic earnings per share	$	0.17	$	0.16
TOTAL	$	12,972,905
Diluted earnings per share	$	0.11	$	0.07

~~13.~~As ~~COMMITMENTS~~of ~~AND~~September ~~CONTINGENCIES~~30, 2011 and June 30, 2011, the Company had a capital commitment of $118,379 (RMB752,288) and $208,957 (RMB 1,352,288) respectively, in respect of an environmental equipment installation for construction in progress and two machineries.

In addition to the lease commitment disclosed in annual report as of June 30, 2010, the Company has signed an agreement with a farmland owner in Japan during the period. The agreement was executed on December 17, 2010 and runs for a term of one year from February 1, 2011 to January 31, 2012. The Company will lease a farmland which sits on 70,186 square meters of land in Japan with an annual rental of approximately $128,000.

On March 31, 2011, the Company entered into a land lease agreement with the People’s Government of Shidui Town pursuant to which the Company agreed to lease 3,620 mu of farmland (approximately 2.4 million square meters) located near Shidui Town Yuge Village. The term of the lease is six years, from January 1, 2011 through December 31, 2016 with an annual lease fee of approximately $530,000 per year.

14.	SEGMENT REPORTING AND GEOGRAPHICAL INFORMATION

(a)

Segment information

The Company’s chief operating decision maker has been identified as the ~~chairman~~CEO, president and ~~CEO~~chairman, Mr. Shili Liu, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on this assessment, the Company has determined that it has one operating and reportable segment. The majority of the Company’s sales are derived from ginger, with no other product constituting more than 10% of the consolidated total sales.

(b)

Geographical segment

The following table sets forth the geographic information of the Company’s customers for the three months ended September 30, 2011:

Market	% of revenue contribution
PRC (note a)		64	%
UK		7	%
Japan		18	%
Netherlands		4	%
Others		7	%
Total		100	%

The Company’s operations are located in the PRC. For the three months ended September 30, 2011 and 2010, 100% of the Company’s assets were located in the PRC.

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2011 AND 2010

(STATED IN US DOLLARS)

Note (ba): ~~Geographical~~The ~~information~~following table sets forth the Company’s PRC customers by designation of delivery:

~~The~~For ~~following table sets forth~~ the ~~geographic~~three ~~information~~months ofended ~~our~~September ~~customers~~30, ~~by designation of delivery:~~2011

For the nine months ended March 31, 2011

Market	% of revenue contribution
Japan		37	%
UK		47	%
Netherlands		16	%
Total		100	%

Market	% of revenue contribution
Japan		38	%
UK		36	%
Netherlands		17	%
Others		9	%
Total		100	%

For the three months ended March 31, 2011

Market	% of revenue contribution
Japan		39	%
UK		35	%
Netherlands		16	%
Others		10	%
Total		100	%

The Company’s operations are located in the PRC. For the nine months ended March 31, 2011 and the year ended June 30, 2010, 100% of the Company’s assets were located in the PRC.

15.	CONCENTRATION AND RISK

The Company’'s operations are carried out in the 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 ~~the~~ 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

The Company had 5, 5 and 4 5 customers that inindividually ~~aggregate~~ comprised 5257%, ~~48%~~ and 3948% of net revenue for the three months ended ~~March~~September 3130, 2011, ~~nine months ended March 31, 2011~~ and the year ended June 30, ~~2010~~2011, respectively.

For the three months ended March 31, 2011

		Three months ended September 30, 2011					As of September 30, 2011
CUSTOMERS		REVENUES					ACCOUNTS RECEIVABLE

Customer A		$	1,018,611		14	%	$	1,162,798
Customer B			859,460		12	%		931,994
Customer C			837,260		12	%		956,787
Customer D			745,072		10	%		626,883
Customer E			628,441		9	%		715,714

	Total:	$	4,088,844	57		%	$	4,394,176

Customers		Revenues						Accounts Receivable
			Three months ended September, 2010						As of June 30, 2011
Customer A		$	1,628,405		20	%		$	1,224,432
CUSTOMERS			REVENUES						ACCOUNTS RECEIVABLE
Customer B			772,912		10	%			729,347
Customer A			$	1,044,178		17	%		$	1,896,141
Customer C			780,457		10	%			94,151
Customer B				641,123		9	%			583,517
Customer D			487,828		6	%			632,708
Customer C				615,936		8	%			318,076
Customer E			466,721		6	%			161,974
Customer D				558,944		8	%			374,821
Total:		$	4,136,323		52	%			2,842,612
Customer E				545,561		6	%			470,408
	Total:		$	3,405,742	48		%		$	3,642,963

MAN SHING AGRICULTURAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2011 AND 2010

(STATED IN US DOLLARS)

For the nine months ended March 31, 2011

Customers	Revenues				Accounts Receivable
Customer A	$	3,879,590	17	%	$	1,224,432
Customer B		2,350,929	10	%		729,347
Customer C		1,970,524	8	%		94,151
Customer D		1,553,014	7	%		632,708
Customer E		1,406,641	6	%		161,974
Total:	$	11,160,698	48	%	$	2,842,612

For the year ended June 30, 2010

Customers	Revenues				Accounts Receivable
Customer A	$	3,771,035	17	%	$	602,020
Customer B		1,851,691	8	%		152,811
Customer C		1,691,565	8	%		370,555
Customer D		1,436,536	6	%		375,930
Total:	$	8,750,827	39	%	$	1,501,316

(b) Credit risk

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

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Business Overview

Our operations are conducted through our wholly owned subsidiary, Xinsheng ~~Food Co.~~, ~~Ltd. (“Xinsheng”),~~ a company incorporated under the laws of the ~~People’s Republic of China (“China” or the “~~PRC”). Xinsheng is principally engaged in the production and processing of high quality fresh ~~vegetables:~~and ~~mainly~~frozen ginger, ~~but~~as ~~also others~~well as other vegetables, such as onion and garlic. Xinsheng leases 7.7 million square meters of ~~farm~~farmland ~~land~~ in Anqiu within the Shandong Province in China for the planting and growing of high quality fresh ginger. Our customers are primarily based in Japan and several countries within Europe. We produce high quality fresh and frozen ginger according to the strict food safety standards of those countries. We have been certified by the British Retail Consortium Global Food Standard for Food Safety. ~~and~~Regarding ~~also~~food safety management system, we have met the requirements ofunder ~~Operational~~Hazard ~~HACCP~~Analysis ~~Specification~~and Critical Control Point Principles (“HACCP”). We maintain a monitoring and supervision program that we believe results in our products being in compliance with food safety standards from the countries into which we sell them.

Production Process and Quality Control Procedures:

Currently, we lease 7.7 million square meters of land in Anqui, Shandong Province where we plant and harvest high quality ginger in addition to other vegetables, including onion and garlic. The planting of ginger takes place in April, the fourth quarter of our fiscal year, and harvesting takes place in October, the second quarter of our fiscal year.

~~Prior~~Our toquality ~~March~~control ~~31,~~procedures ~~2011,~~include we leased 5.3 million square meters of farmland. On March 31, 2011, we leased an additional 2.4 million square meters, or 3,620 mu, of farmland, increasing total farmland by approximately 45% to 7.7 million square meters. The newly leased farmland is located in close proximity to the ~~5.3 million square meters of land currently leased in Anqiu, Shandong Province. Planting on the new 2.4 million square meters and existing 5.3 million square meters of farmland began in April 2011.~~following:

Our quality control procedures are as follows:

Soil is tested for chemical residue that may have harmful effect on our products.

Our fertilizing and debugging methods are environmentally friendly, and we do not use chemical pesticides.

Raw ginger is randomly selected to test for any chemical residue.

Raw ginger is randomly selected to check for inappropriately sized or rotten ginger.

5. Half-finished ~~product~~ginger isproducts are randomly selected to ensure that their size and weight will meet customer requirements.

6. Finished product is randomly selected to test for quality and quantity ~~testing~~.

7. Electronic weights are ~~tested~~utilized to weigh the finished products. In order to ensure ~~they~~the weights are working properly and accurately, the weights are tested frequently.

8. Finished product is randomly ~~selected~~tested to ensure that ~~their~~its weight will meet customer requirements.

On December 17, 2010, we signed an agreement with a farmland owner in the town of Yinayityou within the Shimane County of Japan, to expand our ginger production. Japan’s Shimane County is situated in a mild ocean climate with temperatures that are ideal for planting ginger. The agreement will run for a period of one year from February 1, 2011 to January 31, 2012. According to the agreement, we will lease a ginger farm which sits on 70,186 square meters of land. We will be responsible for the production and management of the ginger farm, including distribution of the ginger, and the farmland owner will be responsible for planting the ginger and providing the labor force. This agreement, we believe, will provide us several advantages including a higher price point for our ginger. Additionally, due to the high quality and safety standards enforced in Japan, we anticipate that customer confidence will increase. On March 11, 2011, an earthquake followed by a tsunami hit the northeastern coast of Japan. The natural disaster occurred approximately 1,500 kilometers from this farmland located in western Japan and it has not been affected. We believe that we will be looked upon to provide an increased quantity of products for sale in Japan.

Our Products

Fresh Vegetables

Ginger

Frozen Vegetables

Peeled Ginger	Diced Garlic

Diced Ginger	Garlic Puree

Ginger Puree Cubes	Garlic Puree Cubes

Ginger Puree	Diced Onion

Strawberry	Peeled Garlic

~~For~~We ~~the~~produced ~~nine~~11 ~~months~~products ~~ended~~in ~~March 31, 2011~~ the ~~Company~~quarter ~~produced~~ended 11September ~~ginger~~30, ~~and fresh vegetable products~~2011. Ginger ~~was the biggest revenue generator and~~ accounted for approximately 8584% of our sales ~~during~~in the ~~nine~~quarter ~~month period~~ ended ~~March~~September 3130, 2011.

Our customers

After years of building our reputation, we believe that we have earned the trust of our customers. Our customers include suppliers to one of the world’s largest supermarket chains in Europe and a major ingredient producer in Japan. Our major customers are located in Japan and within Europe, including the United Kingdom and the Netherlands.

The following table ~~depicts~~lists our top five customers and their percentage of current sales for the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, 2011.

Top 5 Customers for the ~~Nine~~Three Months ended ~~March~~September 3130, 2011

(Total sales revenue for the ~~nine~~three months ended ~~March~~September 3130, 2011: US$237,~~419~~181,~~274~~048)

Customer	Revenues			%		%
1. Customer A	US$	~~3,879,590~~	1,018,611		17	%	14	%
2. Customer B	US$	~~2,350,929~~	859,460		10	%	12	%
3. Customer C	US$	~~1,970,524~~	837,260		8	%	12	%
4. Customer D	US$	~~1,553,014~~	745,072		7	%	10	%
5. Customer E	US$	~~1,406,641~~	628,441		6	%	9	%
Total:	US$	~~11,160,698~~	4,088,844		48	%	57	%

17The following table sets forth our sales by geographic segmentation:

The following table sets forth our sales distribution by location of delivery:

Market	% of revenue contribution
PRC (see note a)		64	%
UK		7	%
Japan		18	%
Netherlands		4	%
Others		7	%
Total		100	%

Market	% of revenue contribution
Japan		38	%
UK		36	%
Netherlands		17	%
Others		9	%
Total		100	%

Note a: The following table sets forth our PRC customers by designation of delivery:

Market	% of revenue contribution
Japan		37	%
UK		47	%
Netherlands		16	%
Total		100	%

Growth Strategy

We ~~are~~aim ~~applying~~to be one of the ~~following~~largest ~~growth~~exporters ~~strategies:~~of fresh and frozen vegetables in China and our goal is to capture more of China’s export market share in high quality fresh and frozen vegetables over the next few years. Our short-term strategy is to increase production capacity to satisfy our customers’ demand. Our long-term strategy is to make efficient use of China’s resources of low-cost labor and operating costs to increase our market share.

·We ~~Increasing~~intend ~~market~~to ~~share~~grow by ~~leasing additional farmland.~~:

· ~~Continue~~Increasing market share by leasing additional farmland. Prior to ~~maintain~~March ~~our~~31, ~~reputation~~2011, ~~and~~Man ~~customer~~Shing ~~satisfaction~~leased 5.3 million square meters of farmland. On March 31, 2011, Man Shing leased an additional 2.4 million square meters of farmland increasing total farmland by ~~meeting~~approximately ~~applicable~~45% ~~food~~to ~~safety~~7.7 ~~standards~~million square meters.

Maintaining our reputation and increasing customer satisfaction by meeting applicable food safety standards.

Increasing production capacity to satisfy increasing customer demand.

· Working with our customers to meet end user demand for new products and forms of our ginger and frozen vegetables. For the quarter ended September 30, 2011, Man Shing produced 11 products.

Continuing to maximize operating efficiencies through the utilization of our existing infrastructure and low labor and operating costs.

~~Competitive Advantages~~Competition

~~Our~~We ~~primary~~are ~~competitive~~located ~~advantage~~in isAnqiu ~~that~~City, weShandong ~~lease over 7~~Province.7 ~~million square meters of farmland in~~ Anqiu ~~Weifang,~~is a ~~major~~large ~~farming~~ginger producing region in ~~Shandong,~~ China, and is an ideal location to grow sandy soil plants such as ginger. ~~Anqiu~~Within ~~is one of~~ the ~~largest~~Shandong ~~ginger~~Province ~~producing~~ region, incompetitors ~~China~~consist ~~with over 500 years~~ of ~~history.~~smaller ~~The~~local ~~long~~processing ~~term~~enterprises ~~lease provides~~as ~~stable~~compared ~~farmland~~to ~~for~~Man ~~planting~~Shing.

~~Other~~We operate in a highly fragmented industry and our primary competitive ~~advantages~~advantage ~~include:~~is that we lease over 7.7 million square meters of farmland in Anqiu Weifang. The long term leases provide stable farmland for planting.

We believe our ability to maintain a competitive advantage depends on many factors including the following:

There is growing demand for ginger in the agricultural industry. Ginger is used in cooking as both an ingredient and main course;

We are able to meet strict export requirements that smaller local producers are unable to meet;

· We have leased 7.7 million square meters of farmland. We believe that we have significantly more farmland than most of our competitors in the region. Our size supports our ability to maintain our high quality safety standards;

· ~~Our~~We ~~customers~~have ~~are~~spent ~~willing to pay~~ a ~~premium~~significant ~~for~~amount ~~our~~of ~~high~~capital ~~quality~~on ~~products~~safety ~~since~~and weoperational ~~comply~~infrastructure. ~~with~~This ~~the~~investment ~~most~~is ~~stringent~~highly ~~international~~leveragable ~~safety~~as ~~and~~we ~~quality~~continue ~~standards~~to ~~that~~lease ~~many~~more ofland ~~our~~and ~~smaller~~increase ~~competitors~~the ~~are~~amount ~~currently~~of ~~unable~~tonnage ~~to meet~~harvested; ~~and~~

We have relationships not only with the local government but also with our customers. Through these relationships, we have been able to increase the amount of farmland leased year over year and maintain our customer base. Our customers are willing to pay a premium for our high quality products since we comply with the most stringent international safety and quality standards that many of our smaller competitors are currently unable to meet; and

Local governments have tightened the export license renewal procedures and have toughened inspection, as a result of which certain exporters have terminated operations.

~~Our~~We ~~social~~believe ~~responsibility~~that we are uniquely positioned as a leading exporter and one of the largest producers of ginger in the Shandong Province. We depend on our ability to continue to increase our land capacity which we have successfully done over the past several years. We must also maintain long term relationships with customers and attract new customers in order to continue increasing revenue and profitability.

~~Viewing~~RESULTS ~~ourselves~~OF asOPERATIONS anFOR ~~agent~~THE ~~for~~THREE ~~social~~MONTHS ~~change~~ENDED ~~and~~SEPTEMBER ~~economic development~~30, we2011 ~~are~~AND ~~aware of the importance of sustainable village development. We hire and train local workforce hoping to help raise the overall level of community prosperity. In December~~ 2010, Man Shing was awarded a top honor at an event co-sponsored by China New Village Online, China New Village Management Council and Shandong Province New Village Development Selection Committee for its leadership in farming development in the Shandong Province and our contribution to local Anqui community by creating job opportunities.

	For the three months ended September 30,
	2011			2010
Sales:	$	7,181,048		$	7,333,954
Cost of Goods Sold:	$	4,274,273		$	4,163,709
Operating Expenses:	$	790,091		$	932,410
Other (Expenses):	$	(58,474	)	$	(29,103	)
Income from Operations:	$	2,116,684		$	2,237,835
Income Taxes:	$	0		$	0
Net Income:	$	2,058,210		$	2,208,732
Other Comprehensive Income:	$	416,198		$	247,962
Total Comprehensive Income:	$	2,474,408		$	2,456,694

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

	For the three months ended March 31,
	2011		2010
Sales:	$	7,947,540	$	5,283,909
Cost of Goods Sold:	$	4,625,866	$	3,118,228
Operating Expenses:	$	1,018,486	$	439,008
Other Income (Loss):	$	8,678	$	(11,302	)
Income from Operations:	$	2,311,866	$	1,715,371
Income Taxes:	$	-	$	-
Net Income:	$	2,311,866	$	1,715,371
Other Comprehensive Income (Loss):	$	222,610	$	21,629
Total Comprehensive Income:	$	2,534,476	$	1,737,000

Revenues

WeNet ~~had net~~ revenues ofwere $7,~~947~~181,~~540~~048 and $57,~~283~~333,~~909~~954 for the ~~three~~quarters ~~months~~ ended ~~March~~September 3130, 2011 and 2010, respectively. The ~~sales~~slight ~~revenues~~decrease ~~were~~in ~~due~~revenue ~~primarily~~(2%) is attributable to the ~~sales~~slight ofdecrease ~~our~~in ~~frozen~~production ~~and~~volume ~~fresh ginger~~ and ~~other~~sales order ~~agricultural~~of ~~products.~~ginger ~~The 50% increase~~ in ~~revenues~~this ~~was~~quarter ~~due~~as compared to the ~~expansion~~same ofperiod ~~our business through leasing more farmland, our marketing strategy and our customer loyalty, and increase~~ in ~~market~~the ~~price~~last ofyear. ~~ginger~~We todid ~~approximately~~not ~~$1,360~~record ~~per~~any ~~ton~~product asreturns ~~compared to $1,080 per ton~~ for the ~~same~~quarter ~~period~~ended inSeptember ~~last~~30, ~~year~~2011 and 2010.

We recognize revenue when persuasive evidence of a sale exists, transfer of title has occurred, the selling price is fixed or determinable and collectability is reasonably assured. Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). All of our products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 13% 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 us on raw materials and other materials included in the cost of producing their finished product.

Our sales arrangements are not subject to warranty. We did not record any product returns for each of the three months ended March 31, 2011 or 2010.

Cost of Sales

Cost of sales primarily includes ~~cost~~costs to plant, harvest and store ginger and other agricultural products such as ginger seeds and fertilizers. During the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011, we had cost of ~~sales~~revenues ~~were~~of $4,~~625~~274,~~866~~273, or approximately 5860% of revenues, versus cost of revenues of $34,~~118~~163,~~228~~709, or approximately 5957%, of revenues for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2010. The cost of sales as a percentage of ~~revenues~~revenue ~~remained~~slightly ~~stable~~increased ~~mainly~~ due primarily to ~~controls~~the onslight ~~the~~increase in costs of planting and production. ~~Also, we maintain a high utilization rate of our ginger with a minimal amount of waste due to good storage facilities.~~

Gross profit

We had gross profit of $32,~~321~~906,~~674~~775 for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011, which ~~increased~~decreased by $1263,~~155~~470,~~993~~ or 538%, when compared to the gross profit of $23,~~165~~170,~~681~~245 for ~~three~~the ~~months~~quarter ended ~~March~~September 3130, 2010.

19Gross profit margin decreased by 3% from 43% for quarter ended September 30, 2010 to 40% for the quarter ended September 30, 2011.

~~Gross profit margin remained stable at 42% for the three months ended March 31, 2011 as compared to 41% for the three months ended March 31, 2010.~~18

The decrease in gross profit margin for our ginger and agricultural products ~~remained stable~~ during the period ~~was~~under ~~mainly~~review was due primarily to ~~controls~~the onslight ~~the~~increase ~~costs~~in ofmaterial ~~planting~~costs and ~~production.~~the ~~Also,~~decrease wein ~~maintain a high utilization rate of our ginger, with a minimal amount of waste due to good storage facilities~~revenue.

Expenses

Operating expenses for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011 ~~and 2010~~ were $1790,~~018,486~~091 ~~and~~compared to operating expenses of $~~439~~932,~~008~~410 for the quarter ended September 30, ~~respectively~~2010. The ~~increase~~decrease in operating expenses was due ~~primarily~~ to the ~~increase~~decrease in the selling and marketing expenses by $~~344~~136,~~299~~835 and the ~~increase~~decrease in general and administrative expenses by $~~235~~5,~~179~~484.

Selling and marketing expenses were 9% of revenues for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011 and 711% of revenues for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2010. The ~~increase~~decrease in the selling and marketing expenses was due primarily to the ~~increase~~decrease in distribution costs ~~and an increase in sales and marketing activities to both existing and new customers.~~

General and administrative expenses were 42% of revenues for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011 and 2% of revenues for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2010. General and administrative expenses were maintained at a ~~stable and~~ relatively low level as a percentage of revenue. General and administrative expenses consisted of mainly professional fees and office rental expenses.

Income Taxes

We had no income tax expense for the quarters ended September 30, 2011 and 2010, respectively, since the Company is exempted from the Enterprise Income Tax as approved by PRC tax bureau.

Income

We had a net income of $2,~~311~~058,~~866~~210 and $12,~~715~~208,~~371~~732 for the ~~three~~quarters ~~months~~ ended ~~March~~September 3130, 2011 and 2010, respectively. Net income margin was stable at 29% for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2011, as compare to 3230% for the ~~three~~quarter ~~months~~ ended ~~March~~September 3130, 2010. ~~The net income in these periods was due primarily to sales of our fresh and frozen ginger and other agricultural products.~~ Our net income is a function of revenues, cost of sales and other expenses as described above. The ~~increase~~decrease in net income is attributable to the ~~expansion~~slight ofdecrease ~~our~~in ~~business~~sales ~~through our marketing strategy~~ and ~~our customer loyalty, and~~ increase in ~~sales~~material ofcosts. ~~our~~However, ~~products.~~we ~~Our~~were ~~net~~able ~~income~~to ~~margin~~maintain ~~decreased~~expenses ~~due~~at toa ~~increase~~low inlevel ~~selling~~as ~~and~~a ~~marketing~~percentage ~~expenses~~of ~~and~~revenue ~~increase~~to inmaintain ~~general~~a ~~and~~stable ~~administrative~~net ~~expenses~~income margin.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2011 AND 2010

	For the nine months ended March 31,
	2011			2010
Sales:	$	23,419,274		$	15,074,376
Cost of Goods Sold:	$	13,598,988		$	9,873,399
Operating Expenses:	$	2,912,920		$	1,122,302
Other Loss:	$	(139,159	)	$	(23,406	)
Income from Operations:	$	6,768,207		$	4,055,269
Income Taxes:	$	-		$	-
Net Income:	$	6,768,207		$	4,055,269
Other Comprehensive Income (Loss):	$	665,899		$	(19,731	)
Total Comprehensive Income:	$	7,434,106		$	4,035,538

Revenues

We had net revenues of $23,419,274 and $15,074,376 for the nine months ended March 31, 2011 and 2010, respectively. The sales revenues were due primarily to the sales of our frozen and fresh ginger and other agricultural products. The 55% increase in revenue is attributable to the expansion of our business through leasing more farmland, our marketing strategy and our customer loyalty, and increase in market price of ginger to approximately $1,300 per ton as compared to $990 per ton for the same period in last year. We did not record any product returns for each of the nine months ended March 31, 2011 and 2010.

Cost of Sales

During the nine months ended March 31, 2011, we had cost of sales of $13,598,988, or approximately 58% of revenues, versus cost of sales of $9,873,399, or approximately 65% of revenues for the nine months ended March 31, 2010. The cost of sales as a percentage of revenues decreased due to the large increase in the market price to approximately $1,300 per ton as compared to $990 per ton for the same period in last year and controls on the costs of planting and production. Also, we maintain a high utilization rate of our ginger, with a minimal amount of waste due to good storage facilities.

Gross profit

We had gross profit of $9,820,286 for the nine months ended March 31, 2011, which increased by $4,619,309 or 89% when compared to the gross profit of $5,200,977 for nine months ended March 31, 2010.

Gross profit margin improved by 7% from 35% for the nine months ended March 31, 2010 to 42% for the nine months ended March 31, 2011.

The increase in gross profit margin for our ginger and agricultural products during the period under review was due primarily to the increase in our selling prices and our control of material costs and overheads, resulting from better utilization of our plantation and processing facilities due to economies of scale from larger output volume.

Expenses

Operating expenses for the nine months ended March 31, 2011 and 2010 were $2,912,920 and $1,122,302, respectively. The increase in operating expenses was due to the increase in the selling and marketing expenses by $1,380,075 and the increase in general and administrative expenses by $410,543.

Selling and marketing expenses were 9% of revenues for the nine months ended March 31, 2011 and 5% of revenues for the nine months ended March 31, 2010. The increase in the selling and marketing expenses was due primarily to the increase in distribution costs and an increase in sales and marketing activities to both existing and new customers.

General and administrative expenses remained stable at 3% of revenues for the nine months ended March 31, 2011 and 2% of revenues for the nine months ended March 31, 2010. General and administrative expenses were maintained at a stable and relatively low level as a percentage of revenue. General and administrative expenses consisted of mainly professional fees and office rental expenses.

Income

We had net income of $6,768,207 and $4,055,269 for the nine months ended March 31, 2011 and 2010, respectively. Net income margin improved by 2% from 27% for the nine months ended March 31, 2010 to 29% for the nine months ended March 31, 2011. The net income in these periods was due primarily to sales of our fresh and frozen ginger and other agricultural products. 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 the expansion of our business through our marketing strategy and our customer loyalty, and increase in sales of our products. In addition, we were able to maintain expenses at a stable level as a percentage of revenue.

Impact of Inflation

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

Liquidity and Capital Resources

As of ~~March~~September 3130, 2011 and ~~2010~~June 30, 2011, cash and cash equivalents totaled $611,~~299~~368,~~438~~919 and $~~378~~7,~~929~~081,297, respectively.

~~The~~Working ~~working~~ capital ~~for~~as ~~the~~of September ~~nine~~30, ~~months~~2011 ~~ended~~and ~~March~~June 3130, 2011 ~~and 2010~~ amounted to $2126,~~183~~030,~~648~~824 and $723,~~235~~612,~~274~~157, respectively. ~~Cash~~Net cash provided by operating activities ~~was $2,332,326~~ for the ~~nine~~quarters ~~months~~ ended ~~March~~September 3130, 2011 asand ~~compared~~2010 amounted to ~~cash used in operating activities of~~ $14,~~852~~179,~~305~~529 ~~for the~~and ~~nine months ended March 31~~$964,356, ~~2010~~respectively. ~~Positive~~Cash ~~cash~~ flows from operations for the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, 2011 were ~~due~~contributed primarily toby ~~the increase in~~ net income generated from operating activities toof $62,~~768~~058,~~207~~210, ~~which~~ ~~was~~a decrease in ~~line~~inventory ~~with~~of ~~increase in revenue~~$3,072,807, ~~increase~~partially inoffset ~~accounts payable~~ by ~~$748,898~~an ~~and~~ increase in prepayment and deferred inventory costs of $~~155~~475,~~341~~802 which was in connection with prepaid rent, supplies and other items used in the growing and packaging of ginger, ~~partially~~and ~~offset by~~ an increase in ~~inventory by $3,232,632 due to increase lease of farmland for planting of products and increase in~~ accounts receivable byof $2491,~~332,714~~588.

Cash flows used in investing activities were $~~577~~66,~~622~~386 and $~~230~~175,~~008~~801 for the ~~nine~~quarters ~~months~~ ended ~~March~~September 3130, 2011 and 2010, respectively. Net cash used in investing activities for the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, 2011 was due primarily to the increase in fixed assets and purchase of equipment.

~~Cash~~Net cash provided by financing activities ~~were $4,025,129 and $2,098,187~~ for the ~~nine~~quarters ~~months~~ ended ~~March~~September 3130, 2011 and 2010 amounted to $0 and $2,600,000, respectively. ~~Positive~~No cash ~~flows~~was provided ~~from~~by financing activities for the ~~nine~~quarter ~~months~~ ended ~~March~~September 3130, 2011 ~~were~~because ~~due~~there towere no proceeds from fund raising activities for the ~~issuance~~quarter ofended ~~shares~~September of30, ~~our~~2011 ~~common~~as ~~stock~~we have sufficient cash flows for the operations.

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. As of March 31, 2011, we are not subject to any unsatisfied judgments, liens, or settlement obligations.19

~~The~~On ~~Company~~January ~~has signed an agreement with a farmland owner in Japan. The agreement was executed on December 17~~4, 2010 ~~and runs for a term of one year from February 1~~, ~~2011~~pursuant to ~~January~~the ~~31,~~terms ~~2012.~~of ~~The Company will lease~~ a ~~farmland~~Securities ~~which~~Purchase ~~sits~~Agreement onby ~~70,186~~and ~~square~~among ~~meters~~the ofCompany ~~land~~and inChina ~~Japan~~Angel ~~with~~Assets anManagement ~~annual~~Limited ~~rental~~(“China ~~of approximately $128~~Angel”),~~000.~~ ~~On March 31, 2011,~~ the Company ~~entered~~issued ~~into~~ a ~~land~~secured ~~lease~~convertible ~~agreement~~redeemable ~~with~~debenture ~~the~~in ~~People’s Government of Shidui Town pursuant to which~~ the ~~Company~~amount ~~agreed to lease 3,620 mu~~ of ~~farmland (approximately 2.4 million square meters) located near Shidui Town Yuge Village. The term of the lease is six years, from January~~ $1, ~~2011 through December 31~~000,000, ~~2016~~along with ~~an annual lease fee of approximately $530~~800,000 ~~per~~shares ~~year.~~of ~~The~~the Company’s ~~expects~~common stock, to ~~pay~~China ~~the annual rental from its working capital~~Angel.

On January 14, 2010, pursuant to the terms of a Securities Purchase Agreement by and among the Company and Guang Dong ZhiBo Investment Co., Ltd. (“ZhiBo”), the Company issued a secured convertible redeemable debenture in the amount of $500,000, along with 400,000 shares of the Company’s common stock, to ZhiBo.

On September 13, 2010, the Company entered into securities purchase agreements with certain investors pursuant to which the investors were obligated to purchase an aggregate of 10,000,000 shares of the Company’s common stock for consideration of $0.40 per share of Common Stock (an aggregate of $4,000,000).

As of September 30, 2011, we had a capital commitment of $118,379 (RMB752,288) in respect of an environmental equipment installation for construction in progress and two machineries, which will be funded by our cash and cash equivalents.

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. As of September 30, 2011, we are not subject to any unsatisfied judgments, liens, or settlement obligations. We believe that the current operating activities would be able to generate adequate cash flows supporting the daily operations for the next twelve months.

Off-Balance Sheet Arrangements

AsWe ~~of March 31, 2011, we~~ have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CRITICAL ACCOUNTING POLICIES

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.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

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 provision allowance equivalent to 0.5% of the gross amount of trade receivables due less than 1 year, 5% of the gross amount of trade receivables due from 1 to 2 years, and 10% of the 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. An additional specific provision is made against trade receivables to the extent to 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 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.

Deferred inventory cost

In accordance with Accounting Standards Codification (“ASC’’) 905 “Agriculture’’ costs of growing crops shall be accumulated until the time of harvest. Growing crops shall be reported at the lower of cost or market.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined on a first in first out basis, which approximates weighted average 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.

Revenue recognition

Revenue from sales of the Company’s products, including fresh frozen produce and processed produce, is recognized upon customer acceptance, which occurs at the time of delivery to customer, provided persuasive evidence of an arrangement exists, such as signed sales contract, the significant risks and rewards of ownership have been transferred to the buyer at the time when the products are delivered to its customers with no significant post-delivery obligation on our part, the sales price is fixed or determinable and collection is reasonably assured. We do not provide our customers with contractual rights of return and post-delivery discount for any of our products, including fresh produce and processed produce. When any significant post-delivery performance obligation exists, revenue is recognized only after such obligation is fulfilled. We evaluate the terms of sales agreement with our customer for fresh frozen produce and processed produce in order to determine whether any significant post-delivery performance obligations exist. Currently, the sales under fresh produce and processed produce segments do not include any terms which may impose any significant post-delivery performance obligations.

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 13% 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.

Convertible notes

According to ASC 470-20, “Debt with conversion and other options”, the Company records the convertible debt and accrued interest as conventional convertible debt at the carrying amounts without bifurcation.

Stock-based compensation

The Company measures compensation expenses for its non-employee stock-based compensation under FASB ASC 718. The fair value of the stock issued was used to measure the compensation, as this is more reliable than the fair value of the services received. Fair value is measured using the bid price as the value of the Company’s common stock on the measurement date.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer (who is also our Chief Executive Officer) and principal financial officer (who is also our Chief Financial Officer), we conducted an evaluation of the effectiveness, as of ~~March~~September 3130, 2011, of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are not effective due to the material weakness and significant deficiency in internal controls over financial reporting described below.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The material weakness and significant deficiency identified by our management as of September 30, 2011 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff needs substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting are inadequate.

Remediation Initiative

We previously began to provide U.S. GAAP training sessions to our accounting team and intend to increase the amount of training that each member of our accounting team receives. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. Since March 2011, we engaged a certified public accounting firm in the United States to act as a consultant to provide advice regarding U.S. GAAP and internal controls over financial reporting.

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our principal executive officer and principal financial officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial Reporting

There were ~~has been~~ no ~~change~~changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Not applicable to smaller reporting companies

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~March~~September 3130, 2011, we did not issue any unregistered securities that were not otherwise reported in a Current Report on Form 8-K.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.

REMOVED AND RESERVED

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit No.		Description
10.1		Addendum to Series 2009 Secured Note Due March 8, 2011(1)
10.2		Translation of Land Lease Agreement, dated March 31, 2011(2)
31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to ~~Section~~section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (Unaudited); (ii) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) the Unaudited Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Unaudited Consolidated Financial Statements.

(1) Incorporated by reference to our Current Report on Form 8-K dated March 11, 2011.

(2) Incorporated by reference to our Current Report on Form 8-K dated April 5, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MAN SHING AGRICULTURAL HOLDINGS, INC.
Date: May 10, 2011	By:	/s/ Shili Liu
Date: November 4, 2011	By:	/s/ Shili Liu
	Name: Shili Liu
	Title: Chief Executive Officer
	(Principal Executive Officer)
Date: May 10, 2011	By:	/s/ Kenny Chow
Date: November 4, 2011	By:	/s/ Kenny Chow
	Name: Kenny Chow
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description
10.1		Addendum to Series 2009 Secured Note Due March 8, 2011(1)
10.2		Translation of Land Lease Agreement, dated March 31, 2011(2)
31.1		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to ~~Section~~section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (Unaudited); (ii) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) the Unaudited Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Unaudited Consolidated Financial Statements.

(1) Incorporated by reference to our Current Report on Form 8-K dated March 11, 2011.

(2) Incorporated by reference to our Current Report on Form 8-K dated April 5, 2011.

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