8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASfflNGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2021

SINO AGRO FOOD, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-54191	33-1219070
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 3520, Block A, China Shine Plaza No. 9 Lin He Xi Road Tianhe District Guangzhou City, P.R.C.	510610
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 20 22116293

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August10th 2021, Sino Agro Food, Inc. (the “Company”) issued a press release and related data sheets regarding the Company ’s quarterly report and financial results for its fiscal quarter ended 30^th June 2021. A copy of the Company’s press release and related data sheets are attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ， or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward -looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant*s judgment as of the date of this Current Report on Form 8-K. Forward- looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should ， ” “will ， ” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

The information in this Current Report on Form 8-K furnished pursuant to Items 7.01 and 9.01 shall not be deemed “filed ” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit No.

99.1 

1

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1034, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SINO AGRO FOOD, INC.
Date: August 10th 2021
	By:	/s/ LEE YIP KUN SOLOMON
		Lee Yip Kun Solomon
		Chairman and Chief Executive

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated August 10th 2021

3

EX-99.1

Exhibit 99.1

 

Sino Agro Food is filing its Q1 and Q2 report 2021

August 10th, 2021

The Company ( “SIAF”) has been severely impacted by the effects of COVID-19 “Pandemic 2020 ”, which effects continue to this day as such presently the Company is no longer a fully reporting company and has dropped from quoting on OTCQX to OTC Pink sheet from September 2020 onward due primarily to the Company’s auditors, which are located in Hong Kong, have been unable to do on-site inspections of the Company’s operations in China due to COVID-19 restrictions to complete the audit of 2019 and 2020. So Basically SIAF is delinquent in its Form 10-Ks for fiscal year end 2019 and 2020, Form 10-Qs for periods ended March 31, 2020, June 30, 2020, September 30, 2020, and March 31, 2021. It will need to amend and restate filings going back to December 31, 2019 to be able to apply to become a fully reporting company.

However The Company is filing a Form 8K detailing its Q1 and Q2 report 2021 previously known as the 10Q report on 10th August 2021, subjecting to acceptance by the SEC USA.

In the Q1 and Q2 report 2021

1. Consolidated revenues are generated from business activities as follows:

1.1. The Organic fertilizer of HAS

From 1st October 2019, HSA leased its fertilizer operation to Mr. Lee Ping (the head of the existing management team) as such HSA’s revenues are derived from leasing contracts thereon.

So from 1^st October 2020, there is no more sales revenue generated from HSA but leasing and contracting revenue of $2,653,964 representing 51% of the group’s revenue of $5,242,971 and gross profit of $2,653,964 compares to the group’s total gross profit of 4,021,315 for six months ended 30 June 2021: whereas revenue for the six months ended June 30, 2020 was USD 2.73 million or 55.18 percent of the Company’s total sales of goods revenue of USD 4.9 million in the same period. Gross profit for same division for the six months ended June 30, 2020 was USD2.7million or 72% of the Company’s total gross profit in sales of goods of USD 3.78 million in the same period.

1.2 Cattle farms (MEIJI) & (JHMC)

From 1st October 2019, MEIJI leased its Cattle farms’ operation to Mr. Fan Xin June (the head of the existing management team) as such MEIJI’s revenues are derived from leasing contracts thereon.

So from 1^st October 2020, there is no more sales revenue generated from MEIJI but leasing and contracting revenue of $1,280,674 representing 24% of the group total revenue of 5,242,971 and gross profit of $909,434 compares to the group’s total gross profit of 4,021,315 for six months ended June 30, 2021: whereas revenue for the six months ended June 30, 2020 was $0.97 million, or 19.69%, of the Company’s total sales of goods revenue of USD 4.95million in the same period. Gross profit for the Cattle Farm (MEIJI) division for the six months ended June 30, 2020 was $0.76 million, or 19.98% percent of the Company’s total gross profit on sales of goods of $3.78 million in the same period.

1.3 Plantation of (JHST)

From 1st October 2019, JHST leased its Cattle farms’ operation to Mr. Fan Xin June (the head of the existing management team) as such MEIJI’s revenues are derived from leasing contracts thereon.

Address: Rm 3520, Block A, China Shine Plaza, No. 9 Lin He Xi Road, Tianhe District, GZ, P.R.C. (510610) www.sinoagrofood.com

 

So from 1^st October 2020, there is no more sales revenue generated from JHST but leasing and contracting revenue of $1,308,333 representing 28% of the group total revenue of 5,242,971 and gross profit of $457,917 compares to the group’s total gross profit of 4,021,315 for six months ended June 30, 2021: whereas revenue for the six months ended June 30, 2020 was $1.24 million, or 25.13%, of t the Company’s total sales of goods revenue of USD 4.95 million in the same period. Gross profit for the plantation division for t the six months ended June 30, 2020 was $0.30 million, or 7.88% percent of the Company’s total gross profit on sales of goods of $3.78 million in the same period.

Note: We are receiving cash flow from these leasing and contracting (L&C) payments, however there are minimal surplus of net positive cash flows resulted from the L&C proceeds due primarily to the effect of the Covid-19 Pandemic has been slowing down their operations and in turn increasing the aging period of account receivables, the necessary requirements of capital expenditures and costs to satisfy the permissive operational conditions regulated by various Government Authorities, the needs of certain capital expenditures to meet productivities to keep up with the markets’ requirements and changing conditions and the maintenance and up keeping cost of the whole properties (inclusive operational and non-operational properties) etc. that are using up most of their account receivables. Somehow right now it is a sustainable and acceptable condition because under current financial situation and environment of the Company, we do not need to fund the said referred expenditures and costs.

1.4 Marketing & Trading operation of The Corporate Sector

$0 and 0 for six ended June 30, 2021, and 2020.

1.5 Project Development of (CA)

The project developments (or Technology engineering consulting and services) works are carried out by CA on aquaculture related projects and by SIAF and MEIJI on non-aquaculture and agriculture projects:

$0 and 0 for six ended June 30, 2021, and 2020.

2. the unconsolidated results from investees of the investment division;

For the 6 months ended 30 June 2021 netting a total gain of $52,646 from the investees of the investment division for the 6 months period ended 30 June 2021 compares to a total loss of -$14,094,773 for the 6 months period ended 30 June 2020.

For full financial details and related descriptions please refer to the Q1 and Q2 2021 report filed with SEC USA

Address: Rm 3520, Block A, China Shine Plaza, No. 9 Lin He Xi Road, Tianhe District, GZ, P.R.C. (510610) www.sinoagrofood.com