formsc13d.htm

0001264931-09-000384.txt : 20091221 0001264931-09-000384.hdr.sgml : 20091221 20091221135615 ACCESSION NUMBER: 0001264931-09-000384 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091221 DATE AS OF CHANGE: 20091221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EIDE ROBERT J CENTRAL INDEX KEY: 0001181955 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 70 EAST SUNRISE HIGHWAY STE 415 CITY: VALLEY STREAM STATE: NY ZIP: 11581 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAN SHING AGRICULTURAL HOLDINGS, INC CENTRAL INDEX KEY: 0001430060 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 880450667 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84970 FILM NUMBER: 091252059 BUSINESS ADDRESS: STREET 1: UNIT 1005, 10/F, TOWER B HUNGHOM COMMERC STREET 2: 37 MA TAU WAI ROAD, HUNGHOM CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 536-4644888 MAIL ADDRESS: STREET 1: UNIT 1005, 10/F, TOWER B HUNGHOM COMMERC STREET 2: 37 MA TAU WAI ROAD, HUNGHOM CITY: HONG KONG STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Montgomery Real Estate Service, Inc. DATE OF NAME CHANGE: 20080318 SC 13D 1 formsc13d.htm SC 13D 12.21.09 formsc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MAN SHING AGRICULTURAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

56166J100

(CUSIP Number)

Randy B. Fields

Aegis Capital Corp.

810 Seventh Avenue, 11th Floor

New York, NY 10019

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 8, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

56166J100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Aegis Capital Corp. ###-##-####
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [_] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			150,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			150,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.44% (based on 34,001,963 shares of common stock outstanding as of November 10, 2009)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	BR Credit Corp. 27-133-2508
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [_] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,500,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,500,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.41% (based on 34,001,963 shares of common stock outstanding as of November 10, 2009)
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Robert J. Eide
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [_] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			120,000
		8	SHARED VOTING POWER
			1,650,000
		9	SOLE DISPOSITIVE POWER
			120,000
		10	SHARED DISPOSITIVE POWER
			1,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.21% (based on 34,001,963 shares of common stock outstanding as of November 10, 2009)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Randy B. Fields
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) [_] (b) [ ]
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			120,000
		8	SHARED VOTING POWER
			1,650,000
		9	SOLE DISPOSITIVE POWER
			120,000
		10	SHARED DISPOSITIVE POWER
			1,650,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.21% (based on 34,001,963 shares of common stock outstanding as of November 10, 2009)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

Item 1. Security and Issuer

The title and class of equity securities to which this Schedule 13D relates is Common Stock, par value $.001 per share (the "Common Stock"), of Man Shing Agricultural Holdings, Inc., a Nevada corporation (the "Company"). The address of the Company’s principal executive offices is Unit 1005, 10/F, Tower B, Hunghom Commercial Center, 37 Ma Tau Wei Road, Hunghom, Kowloon, Hong Kong.

Item 2. Identity and Background

This statement is being jointly filed by Aegis Capital Corp. (“Aegis”), BR Credit Corp. (“BR Credit”), Robert Eide (“Eide”) and Randy B. Fields (“Fields”, and collectively, the “Reporting Persons”).

Aegis is a New York corporation and a broker-dealer with a business address of 810 Seventh Avenue, 11th Floor, New York, NY 10019.

BR Credit is a New York corporation, engaged in the business of providing credit to small cap companies, with a business address of 70 Sunrise Highway, Suite 411, Valley Stream, NY 11581.

Eide is a natural person and a principal of Aegis and BR Credit with a business address of 810 Seventh Avenue, 11th Floor, New York, NY 10019.

Fields is a natural person and managing director of Aegis with a business address of 810 Seventh Avenue, 11th Floor, New York, NY 10019.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding.

During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations

On September 14, 2009, Aegis was transferred 400,000 shares of common stock of the Company by Hero Capital Profits Limited., a Hong Kong corporation, for services provided by Aegis in connection with a reverse merger transaction of Hero Capital Profits Limited. Of these 400,000 shares, 150,000 shares are still owned by Aegis, 120,000 shares were transferred to Robert J. Eide Pension Plan & Trust, 120,000 shares were transferred to Fields, and 10,000 shares were transferred to Zachary Rockoff. Eide is a principal of Aegis and BR Credit. Fields is a principal, officer and shareholder of BR Credit and Managing Director of Aegis. Zachary Rockoff is an employee of Aegis.

On December 8, 2009, the Company issued 1,500,000 shares of Common Stock to BR Credit, for a financing commitment.

Item 4. Purpose of Transaction

400,000 shares of Common Stock of the Company were transferred to Aegis for services in connection with a reverse merger transaction of Hero Corp.

BR Credit was issued 1,500,000 shares of the Company’s Common Stock for a financing commitment.

The Reporting Persons did not acquire the securities for the purpose of acquiring control of the Company.

The Reporting Persons do not have a definitive plan, arrangement or understanding to seek to cause the Company to be merged, reorganized or liquidated, to sell or transfer any assets of the Company, to cause the Company to change its current board of directors or management, to cause any material change to its capitalization, dividend policy, business, corporate structure, charter or bylaws, to cause the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or to take any action similar to the above.

Item 5. Interest in Securities of the Issuer

Aegis beneficially owns 150,000 shares of Common Stock of the Company, which in aggregate represents 0.44% of the Company’s outstanding Common Stock (based on 34,001,963 shares of common stock outstanding as of November 10, 2009). Aegis has the sole power to vote or direct the vote, and to dispose or direct the disposition of such shares.

BR Credit beneficially owns 1,500,000 shares of Common Stock of the Company, which in aggregate represents 4.41% of the Company’s outstanding Common Stock (based on 34,001,963 shares of common stock outstanding as of November 10, 2009). BR Credit has the sole power to vote or direct the vote, and to dispose or direct the disposition of such shares.

Eide beneficially owns 1,770,000 shares of Common Stock of the Company, which in aggregate represents 5.21% of the Company’s outstanding Common Stock (based on 34,001,963 shares of common stock outstanding as of November 10, 2009). Eide has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 120,000 of such shares and shared power to vote or direct the vote, and to dispose or direct the disposition, of 1,650,000 of such shares.

Fields beneficially owns 1,770,000 shares of Common Stock of the Company, which in aggregate represents 5.21% of the Company’s outstanding Common Stock (based on 34,001,963 shares of common stock outstanding as of November 10, 2009). Fields has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 120,000 of such shares and shared power to vote or direct the vote, and to dispose or direct the disposition, of 1,650,000 of such shares.

Except as set out above, the Reporting Persons have not effected any other transaction in any securities of the Company in the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 3 above.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1

Consultant Agreement, dated August 31, 2009, between Hero Capital Profits Limited and Aegis Capital Corp.

Exhibit 99.2 Term Sheet, dated November 26, 2009, between Man Shing Agricultural Holdings, Inc., and BR Credit Corp.

Exhibit 99.3 Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2009

Aegis Capital Corp.

By: Robert J. Eide

Title: Authorized Officer

BR Credit Corp.

By: Robert Eide

Title: President

/s/ Robert J. Eide

Robert J. Eide

/s/ Randy B. Fields

Randy B. Fields

EX-99.1 CHARTER 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

EXHIBIT 99.1

CONSULTANT AGREEMENT

Consultant Agreement, made as of August 31, 2009 between Hero Capital Profits Limited (the “Corporation”), and Aegis Capital Corp., a corporation with an address at 810 7th Avenue, 11th Floor, New York, New York 10019 (the “Consultant”).

Whereas, the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the Consultant is willing to provide its services to the Corporation on a non-exclusive basis for the period under the terms and conditions hereinafter provided.

Now, Therefore, Witnesseth, that for and in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows:

1.	Engagement

Unless terminated earlier as hereinafter provided, the Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to provide such consulting services and advise pertaining to the Corporation’s planned reverse merger as the Corporation may from time to time reasonably request, for the period commencing on August 31, 2009 and ending on September 30th, 2009. The period during which Consultant shall serve in such capacity shall be deemed the “Engagement Period” and shall hereinafter be referred to as such.

Services

The Consultant shall render to the Corporation the consulting services described below, with respect to which the Consultant shall apply its best efforts and devote such time as shall be reasonably necessary to perform its duties hereunder, it being understood that Consultant shall perform such services without any direct supervision by the Corporation and at such time and place and in such manner (whether by conference, telephone, letter or otherwise) as the Consultant may determine. Consultant’s duties may include but will not necessarily be limited to, providing recommendations concerning the following matters:

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(i) Capitalization of the Corporation;

(ii) The Corporation’s corporate structure;

(iii) Corporate governance.

(iv) Redistribution of shareholdings of the Corporation’s stock;

(v) Alternative uses of corporate assets;

(vi) Structure and use of debt;

(vii) Strategic plan of the Corporation; and

(viii) Meetings with and presentations to institutional and professional individual investors

For the avoidance of doubt, this Agreement shall not cover any services rendered in connection with mergers and acquisition and financing transactions, which matters shall be covered by a separate agreement between the parties; and Consultant acknowledges and agrees that the services provided hereunder specifically exclude all market making and broker-dealer activities and services.

3.	Compensation

a.	For the services and duties to be rendered and performed by the Consultant

during the Engagement Period and in consideration of the Consultant’s having entered into this agreement, the Corporation agrees to issue to the Consultant a non refundable fee of 400,000 legend free post merger shares.

b.	Aegis will instruct the company to issue the shares to affiliates of Aegis and or

Aegis. The shares will be freely assignable to any person or entity designated by Aegis.

4. Liability of Consultant

The Corporation acknowledges that all opinions and advice (written or oral) given by Consultant to the Corporation in connection with Consultant’s engagement are intended solely for the benefit and use of the Corporation in considering the transaction to which they relate, and the Corporation agrees that no person or entity other than the Corporation shall be entitled to make use of or rely upon the advice of Consultant to be given hereunder, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any

manner or for any purpose, nor may the Corporation make any public references to Consultant, or use Consultant’s name in any annual reports or any other reports or releases of the Corporation without Consultant’s prior written consent.

5. Consultant’s Services to Others

The Corporation acknowledges that Consultant or its affiliates provides services and consulting advice to others. Nothing herein contained shall be construed to limit or restrict Consultant in conducting such business with respect to others, or in rendering such advice to others.

6. Corporation Information

a. The Corporation recognizes and confirms that, in advising the Corporation and in fulfilling it engagement hereunder, Consultant will use and rely on data, material and other

information furnished to Consultant by the Corporation. The Corporation acknowledges and agrees that in performing its services under this engagement, Consultant may rely upon the data, material and other information supplied by the Corporation without independently verifying the accuracy,

completeness or veracity of same. The Corporation agrees to notify Consultant in writing via overnight courier, facsimile or e-mail of any material event and/or change within twenty-four hours of its occurrence.

b. Except as contemplated by the terms hereof or as required by applicable law, Consultant shall keep confidential all material non-public information provided to it by the Corporation, and shall not disclose such information to any third party, other than such of its employees and advisors as Consultant determines to have a need to know (provided that such employees and advisors agree to be bound by the provisions of this paragraph).

7. Consultant an Independent Contractor

Consultant shall perform its services hereunder as an independent contractor and not as an employee of the Corporation or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that Consultant shall have no authority to act for, represent or bind the Corporation or any affiliate thereof in any manner, except as may be agreed to expressly by the Corporation in writing from time to time.

8. Representations and Warranties

Consultant represents and warrants that neither Consultant nor any of Consultant’s partners,

employees or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant warrants that Consultant has the right to disclose or use all ideas, processes, techniques and other information, if any, which Consultant has gained from third parties, and which Consultant discloses to the Corporation in the course of performance of this Agreement, without liability to such third parties. Consultant represents and warrants that Consultant has not granted any rights or licenses to any intellectual property or technology that would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services required by this Agreement.

Consultant represents and warrants that it is a corporation duly incorporated, validly existing and in good standing under the laws of New York. Consultant has all requisite power and authority to own its properties and conduct its business as currently conducted and to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Consultant. This Agreement has been duly executed and delivered by Consultant and constitutes the valid and duly binding obligation of Consultant enforceable in accordance with its terms. Consultant does not need the consent of any third party or approval or authorization of any governmental authority in order for Consultant to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Consultant do not and will not constitute a violation by Consultant of any law or regulation applicable to Consultant, including any applicable securities laws

and the rules and regulations promulgated by FINRA.

9. Indemnification

Consultant will indemnify and hold the Corporation, its officers, directors, employees and other agents, harmless from and against any and all claims, damages and liability, including costs, expenses and reasonable attorneys’ fees, made or presented against or suffered by the Corporation, its officers, directors, employees and other agents, as a result of (i) the failure of Consultant to complete the services described herein in a satisfactory manner; (ii) the negligence or wrongful act of Consultant relating to Consultant’s performance of such services under this Agreement; (iii) Consultant’s breach of any term or provision under this Agreement; and (iv) Consultant’s noncompliance with any applicable law, rule, or regulation, including any applicable securities laws and the rules and regulations promulgated by FINRA.

10. Termination

During the Engagement Period, if Consultant fails, refuses or is unable to provide services required by this Agreement, the Engagement Period will terminate one (1) year from the execution of

this Agreement, upon thirty (30) days notice by the Corporation.

11. Miscellaneous:

a. This Agreement between the Corporation and Consultant constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.

b. Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by facsimile, to the respective parties as set forth below, or to such other address as either party may notify the other in writing.

If to the Corporation, to: Hero Capital Profits Limited

Unit 1005, 10/F Tower B

Hunghom Commercial Centre

37 Ma Tau Wai Road, Hunghom

Kowloon, Hong Kong

Attention: Eddie Cheung

If to Consultant, to: Aegis Capital Group

810 7th Avenue, 11th Floor

New York, NY 10019

Attention: Randy B. Fields

c. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns.

d. This Agreement may be executed in any number of counterparts, each of whom together shall constitute one and the same original document.

e. No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto.

f. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to conflict of law principles. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this

Agreement shall be adjudicated before a court located in New York, and they hereby submit to the exclusive jurisdiction of the courts of the State of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth in Paragraph 11(b) hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date first above written.

CONSULTANT

Aegis Capital Corp.

By: /s/Randy B. Fields

Name: Randy B. Fields

Title: Managing Director

CORPORATION

Hero Capital Profits Limited

By: /s/ Eddie Cheung

Name: Eddie Cheung

Title: President

EX-99.2 BYLAWS 3 ex99_2.htm EXHIBIT 99.2 ex99_2.htm

EXHIBIT 99.2

Term Sheet for:

Man Shing Agricultural Holdings, Inc.

Company: Man Shing Agricultural Holdings, Inc. (“MSAH” or the “Company”)

Commitment

Amount: Investor shall commit to purchase up to Thirty Million Dollars ($30,000,000) (the “Full Equity Sum”) of MSAH Common shares (the “Common Stock”). The first trench is being in the sum of Fifteen Million Dollars ($15,000,000) which shall be paid to the Company within Twelve (12) months after an effective registration of the shares (“S1 Registration”) on the OTC Bulletin Board (“Contract Period”)

The Second trench is being in the sum of Fifteen Million Dollars ($15,000,000) which shall be exercisable at the option of the Company within the next Twelve (12) months.

Securities: Common Stock of the Company issued under the securities laws of the <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />United States under Regulation D.

Put: The Company is entitled to request, and the Investor is obliged to purchase, an equity investment by the Investor during the Contract Period, pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price equal to the equity investment, subject to the Market Price and the associated fees.

Put Restrictions: There will be a minimum of Five (5) trading days between Puts. No Put will be made until an effective registration statement of the shares is shown. A Put may not be made if the Market Price is less than One Dollar ($1.00) per share. A Put may not be made in excess of Twenty percent (20%) of the aggregate trade volume of Five (5) consecutive days proceeding to the exercise of each Put.

Put Amounts: The timing and amounts of the “Puts” shall be at the discretion of the Company. The aggregate dollar amount of all Puts in any Thirty-day (30) calendar period shall be up to a maximum of One Million Dollars ($1,000,000) and an each Put shall excess a maximum One Hundred Thousand Dollars ($100,000) per “Put.” We will, at our discretion, consider raising the maximum amount per Put after no less than Thirty (30) days following an effective registration of shares but in any event raising of the Put amounts shall be effected by the Investor on the expiry of (60) after the effective registration of the shares.

Put Date: Date on which Investor receives Put Notice requesting a draw down by the Company for a portion of the Equity Sum.

Market Price: The lowest daily Volume Weighted Average Price (“VWAP”) of the Common Stock during the Pricing Period. Should the Market Price by the above formula be greater than Three Dollars ($3.00), then the Market Price shall be set at Three Dollars ($3.00). Should the Market Price be less than One Dollar ($1.00), then no Put may be made until the price is higher than One Dollar ($1.00).

Pricing Period: The Five (5) consecutive trading day period shall begin to run on the first trading day after the Put Date.

First Put Date: The date on which the First Put is exercisable i.e. 7 days after S1 registration with SEC is declared effectively.

Purchase Price: The purchase price shall be set at Ninety Four percent (94%) of the Market Price.

Settlement Date: The first (1st) trading day upon expiry of each Pricing Period. On each Settlement Date, the Company will cause the delivery of the Common Stock to the Investor or its designees, against simultaneous payment therefore to the Company’s designated account by way of wire transfer of Investors funds (provided that the shares of stock are received by the Investor no later than 1:00 pm EST or the purchase fund be paid on the next day if the shares are received thereafter.)

Structuring Fees: The Company shall pay an one-off fees in the sum of Fifteen Thousand Dollars ($15,000) for structuring expenses of the Investor associated with proposed transaction.

Fees and Expenses: Upon the first Put and all subsequent Puts, the Investor or its assignees shall receive directly from the Escrow Account compensation equal to Four percent (4%) of the gross proceeds of the Put.

Commitment

Shares: Upon signing of this binding term sheet the Company shall issue the Investor One Million Five Hundred Thousand (1,500,000) shares of Common Stock. Should this transaction not close for any reason, but not on any parties’ faults, the Investor shall surrender back to the company One Million (1,000,000) of those shares. The day of closing is the day the definitive documents are signed by both parties.

Registration: Promptly, but no later than Sixty (60) days from the Closing Date, the Company shall file a registration statement with the United States Securities and Exchange Commission (“SEC”) and use its best efforts to ensure that such registration statement is declared effective. The Company shall keep the registration statement for the Contract Period. The Company and the Investor hereby mutually agree Mr. Mark J. Ross of Sichenzia Ross Friedman Ference LLP who will file the said registration within fourteen (14) days of the signing of this term sheet hereof. Among the shares registered in the first (1st) filed registration statement, at least 15% of which reflects the share of the commitment shares.

The Company is entitled to file additional registration statements within 24 months to issue new shares up to the maximum allowable number of shares, under Rule 415, i.e., until the amount of this equity line financing Thirty Million Dollars ($30,000,000) has been exhausted. In case where there are no registered, free trading shares available, the Company may not exercise a Put until the next registration statement has been declared effective.

Opt Out

Option: If during the term of this agreement the Company consummates a financing to which the Investor is not a party thereto, the Investor shall have an option to immediately terminate all future stock purchases.

Representations

And Warranties: Usual and customary, plus representation and warranties by the Company that its SEC filings are accurate and that the Company will keep its filing up to date, and file all future filings on time.

Use of Proceeds: Working capital and business development, production improvements and general corporate purposes.

Indemnification: The Company will hold the Investor harmless from any and all damages or liabilities arising in connection with this financing.

Placement Agent

Agreement: The placement agent, Aegis Capital Corp., who is affiliated with the Investor, has a separate agreement with the Company that will be honored.

Waive of

Conflict: The Company understands and agrees to waive any conflict due to the fact that the Investor, the Principals of the Investor, Aegis Capital Corp., and the Principals of Aegis Capital Corp. are all similar, related, and affiliated parties.

Expiration Date: This term sheet shall expire if not accepted and agreed by the Company on or before December 30th, 2009.

Governing Law: The definitive transaction documents will be governed by the laws of the State of New York, without regard to the principles of conflict of laws thereof.

Man Shing Agricultural Holdings, Inc.

By: /s/ Eddie Cheung

Name: Eddie Cheung

Title: CEO

BR Credit Corp.

By: /s/ Robert J Eide

Name: Robert J. Eide

Title: President and CEO

EX-99.3 VOTING TRUST 4 ex99_3.htm EXHIBIT 99.3 ex99_3.htm

EXHIBIT 99.3

The undersigned hereby agree to make joint filings with the U.S. Securities and Exchange Commission with respect to their beneficial ownership of the common stock, par value $0.001 per share, of Man Shing Agricultural Holdings, Inc., a Nevada corporation, including all amendments thereto.

Aegis Capital Corp.

By: /s/ Robert J. Eide

Title: /s/ Robert J. Eide

BR Credit Corp.

By: /s/ Robert J. Eide

Title: /s/ Robert J. Eide

/s/ Robert J. Eide

Robert J. Eide

/s/ Randy B. Fields
Randy B. Fields