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): March 26, 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.)

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 March 28, 2012, Sino Agro Food, Inc., a Nevada corporation (the “Company”), announced that the Company’s wholly-owned subsidiary company, Macau Eiji Company Limited (“MECL”), has entered into a sales contract (the “Contract” or “Agreement”) with Mr. Jin Xuesong, a Chinese beef distributor, to supply its aromatic beef to Mr. Jin on a wholesale basis. The Agreement was formally executed by the parties on March 26, 2012.

The Agreement calls for the delivery by MECL of 4,000 head of cattle of Simmental and Charolais breeds. The cattle will weigh between 600kg to 750kg with meat content at 52% or more of DWT (deadweight tonnage) at time of delivery. The first 1,000 head of cattle are to be delivered by December 31, 2012 with the remaining 3,000 head delivered through fiscal year 2013. The purchase price under the Contract is to be agreed upon in the future by the Parties, based on future wholesale market cattle prices and demand.

Item 7.01                      Regulation FD Disclosure.
 
On March 28, 2012, the Registrant issued a press release announcing the MECL Agreement with Mr. Jin, 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

10.1
Agreement between Macau Eiji Company Limited and Mr. Jin Xuesong.

99.1                       Press Release dated March 28, 2012
 
 
 
 

 
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.: March 28, 2012
BY:
/s/ LEE   YIP KUN SOLOMON
 
 
Lee   Yip Kun Solomon
 
 
Chairman and Chief Executive Officer
 

 
 
 
Exhibit 99.1
 
Sino Agro Food, Inc. Awarded Aromatic Beef Sales Contract, Potential Corporate Revenues up to USD $18M.

GUANGZHOU, China, March 28th, 2012 — Sino Agro Food, Inc. (OTCBB: SIAF.OB), an emerging integrated, diversified agriculture technology and organic food company with principal operations located throughout the Peoples Republic of China (“PRC”), is pleased to announce that our wholly-owned subsidiary company, Macau Eiji Company Limited, has been awarded a sales contract (the “Contract”) to supply its aromatic beef to a Chinese party engaged in the purchase and sale of cattle throughout the PRC. Based on internal analysis, the Company believes that revenues generated from this Contract could potentially be worth as much as approximately US $18 million, subject to future market cattle prices and demand.

The Contract calls for the delivery of 4,000 head of cattle of Simmental and Charolais breeds. The cattle will weigh between 600kg to 750kg with meat content at 52% or more of DWT (deadweight tonnage) at time of delivery. The first 1,000 head of cattle are to be delivered by December 31, 2012 with the remaining 3,000 head delivered through fiscal year 2013.

Wholesale prices for live cattle are currently averaging $3.94-$4.73/Kg depending on locality (i.e. North or South China). Based on current demand and the above-quoted wholesale prices, the Company believes it could realize revenues of approximately $4.1M - $4.7M USD during Fiscal Year 2012 from the Contract. Barring a downturn in demand and prices, the Company believes it could realize revenues of approximately $12.3M - $14.1M USD during Fiscal Year 2013.

Mr. Solomon Lee, Chief Executive Officer of the Company, stated, "Over the past several months, beef prices have been rising sharply in China. Two months ago the wholesale price for live cattle was between $2.50 and $3.15 per kilogram. Today's prices have risen to an average of approximately USD $3.94-$4.73 per kilogram. We expect this trend to continue and we believe that we could see prices as high as USD $5.92 per kilogram by the end of Fiscal Year 2012. With the rapid rise of the middle class and improved living standards, beef markets in China are accelerating due to a greater demand for beef, especially higher quality grades. Our Aromatic Beef technology provides consumers with a product that meets these demands. We look forward to potentially announcing more beef contracts in the future as we attempt to expand our operations in 2012 with the development of more cattle farms, currently targeting the districts of Enping City and Hunan Linli, and abattoir and boning facilities on a 33,000 m2 block of land adjacent to our Xining SanJiang A-Power’s property, that is expected to be acquired this year. The Company currently has three beef cattle farms in operation located throughout China”.

ABOUT SINO AGRO FOOD, INC.

Sino Agro Food, Inc. (“SIAF”) ( http://www.sinoagrofood.com ) and ( http://www.siafchina.com ) is an integrated, diversified agricultural technology and organic food company focused on developing, producing and distributing agricultural products in the Peoples Republic of China. The Company intends to focus on meeting the increasing demand of China’s rising middle class for gourmet and high-quality food items. Current lines of business include the manufacture and distribution of beef and lamb products, fish products, bio-organic fertilizer, stock feed and cash crops.

Not a Broker/Dealer or Financial Advisor
 
 
 
 

 
Sino Agro Food, Inc. is not a Registered Broker/Dealer or a Financial Advisor, nor does it hold itself out to be a Registered Broker/Dealer or Financial Advisor. All material presented in this press release, on the Company’s website or other media is not to be regarded as investment advice and is only for informative purposes. Readers should verify all claims and conduct their own due diligence before investing in Sino Agro Food, Inc. Investing in small-cap, micro cap and penny stock securities is speculative and carries a high degree of risk.

No Offer of Securities

None of the information featured in this press release constitutes an offer or solicitation to purchase or to sell any securities of Sino Agro Food, Inc.

FORWARD LOOKING STATEMENTS
 
 
This release contains certain “forward-looking statements” relating to the business of SIAF and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “believes, expects” or similar expressions. Such forward-looking statements involve known and
unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on SIAF’s current expectations and beliefs concerning future developments and their potential effects on SIAF. There can be no assurance that future
developments affecting SIAF will be those anticipated by SIAF. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. SIAF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.

Contacts

Sino Agro Food, Inc.
CEO Mr. Solomon Lee
Phone: 86-20-22057860
info@siafchina.com
Investor Relations (US and Europe)
Mr. Chad Sykes
Chad.Sykes@sinoagrofood.com