8-K 1 sino_8k-022912.htm CURRENT sino_8k-022912.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2012

SINO AGRO FOOD, INC.
 (Exact name of small business issuer as specified in its charter)

Commission File No. 000-54191

Nevada
(State or other Jurisdiction of
Incorporation or Organization)
33-1219070
(I.R.S. Employer
 Identification No.)
 
 
Room 3711, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe County
Guangzhou City
P.R.C.
510610
(Address of Principal Executive Offices)
(Zip Code)
 
Issuer’s Telephone Number: (860) 20 22057860

Not Applicable
(Former name or former address, if changed since last report.)

With Copies to:
The Sourlis Law Firm
Joseph M. Patricola, Esq.
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct: (732) 618-2843
Office: (732) 530-9007
Fax: (732) 530-9008
JoePatricola@SourlisLaw.com

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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01    Entry into a Material Definitive Agreement.
 
The following discussion provides only a brief description of the Agreement described below. The discussion is qualified in its entirety by the full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
 
On February 29, 2012, Sino Agro Food, Inc., a Nevada corporation (the “Company”), announced that the Company’s wholly-owned subsidiary company, Capital Award, Inc., has been awarded and entered into a two-phase service and consulting contract (the “Contract” or “Agreement”) with Mr. Liu Gang, a PRC national and businessman including those interests he represents, (“Liu Gang, et al”) to develop a second prawn farm located in San Jiao Town, Zhong Shan City, Guangdong Province, PRC, utilizing Sino Agro Food’s A-Power Module Technology Systems (or “APM”). The Agreement was formally executed by the parties on November 18, 2011.

The Agreement calls for the development and construction of a prawn hatchery and nursery station on a six acre block of land. The facility is projected to develop some 2.8 billion prawn fingerlings in its first year of operation.

The project is divided into two phases with Phase One already approved and underway. Phase One construction has commenced with an anticipated completion date of approximately early April 2012. Construction under Phase One includes infrastructure development, utilities, staff quarters, offices, prawn hatchery and nursery construction. Phase Two of the project, which requires some additional approvals, includes the development and construction of a prawn grow-out farm consisting of 16 APM indoor units and the conversion of twelve acres of outdoor ponds for use with the APM technology. Phase Two construction is expected to commence sometime in Mid-2012 and it is anticipated that construction could be completed as early as by the end of fiscal year 2012.

Item 7.01    Regulation FD Disclosure.
 
On February 29, 2012, the Registrant issued a press release announcing the Capital Award agreement with Liu Gang, et al, as described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report.

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Current Report 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. 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. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

The information in this Current Report furnished pursuant to Items 7.01 and 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended. The furnishing of the information in this Current Report in not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.   
 Description
 
 
 
 
 

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.



 
SINO AGRO FOOD, INC.
  
 
 
 
  
Date.: February 29, 2012
BY:
/s/ LEE YIP KUN SOLOMON
  
 
Lee Yip Kun Solomon
  
 
Chairman and Chief Executive Officer