UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
Amendment No. 1
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 22, 2012
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 3711, 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 22057860
Copies to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
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))
EXPLANATORY NOTE
On August 22, 2012, the Sino Agro Food, Inc. filed a Current Report on Form 8-K disclosing the issuance of a press release announcing the issuance of a dividend consisting of shares of its newly designated Series F Non-Convertible Preferred Stock. This Amendment No. 1 to that Form 8-K includes the Certificate of the Designations, Powers, Preferences and Rights of the Series F Non-Convertible Preferred Stock.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On August 13, 2012, the Company filed a Certificate of the Designations, Powers, Preferences and Rights of the Series F Non-Convertible Preferred Stock to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, setting forth the terms of its Preferred Stock. A copy of the Certificate of Designations relating to the Series F Non-Convertible Preferred Stock is listed asExhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are furnished herewith:
| 3.1 | Certificate of the Designations, Powers, Preferences and Rights of the Series F Non-Convertible Preferred Stock |
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 hereunto duly authorized.
| | | SINO AGRO FOOD, INC. |
| | | | |
| | | | |
| | | | |
| Date: November 16, 2012 | | By: | /s/ LEE YIP KUN SOLOMON |
| | | | Lee Yip Kun Solomon |
| | | | Chairman and Chief Executive Officer |
