MAN SANG HOLDINGS INC
8-K, 1996-10-11
JEWELRY, WATCHES, PRECIOUS STONES & METALS
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                       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):  October 10, 1996



                             MAN SANG HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)



           NEVADA                      0-20877               13-3165967
(State or other jurisdiction   (Commission File Number)   (IRS Employer 
 of incorporation)                                         Identification No.)


                   21/F, RAILWAY PLAZA, 39 CHATHAM ROAD SOUTH
                         TSIMSHATSUI, KOWLOON, HONG KONG    
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code:  852 2317 5300


                       14/F SANDS BUILDING, 17 HANKOW ROAD
                         TSIMSHATSUI, KOWLOON, HONG KONG
          (Former name or former address, if changed since last report)


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ITEM 5.   OTHER EVENTS.

     The Registrant declared a 1-for-4 reverse split of its Common Stock
effective October 10, 1996.

     The Registrant has also relocated its executive offices to 21/F, Railway
Plaza, 39 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
                                                                         PAGE
                                                                         ----
     (C)  EXHIBITS

          3.1  Amendment to Articles of Incorporation. . . . . . . . . 











                                      2


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                                   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.


                                       MAN SANG HOLDINGS, INC.



Date:  October 10, 1996                By: /s/ Sam Sio
                                       --------------------------------------
                                               Sam Sio
                                               Chief Executive Officer









                                      3



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                                   CERTIFICATE

                                       OF

              DECREASE IN AUTHORIZED SHARES PURSUANT TO NRS 78.207

                                       OF

                             MAN SANG HOLDINGS, INC.

     We, the undersigned President and Secretary of Man Sang Holdings, Inc. do
hereby certify that:

     1.   The Board of Directors of said corporation, on October 2, 1996,
          adopted a resolution decreasing the authorized and outstanding shares
          of common stock by means of a 1-for-4 reverse stock split in
          accordance with the provisions of NRS 78.207, and:

     2.   (a)  The number and par value of authorized shares before the change
          is as follows:

               (i)  Common Stock - 100,000,000 shares authorized; $0.001 par
                    value.

               (ii) Preferred Stock - 200,000 shares authorized; $0.001 par
                    value, of which

                    - 100,000 shares have been designated as Series A Preferred
                    Stock; and

                    - 100,000 shares have been designated as Series B Preferred
                    Stock;

          (b)  The number and par value of authorized shares after the change is
          as follows:

               (i)  Common Stock - 25,000,000 shares authorized; $0.001 par
                    value.

               (ii) Preferred Stock - 200,000 shares authorized; $0.001 par
                    value, of which

                    - 100,000 shares have been designated as Series A Preferred
                    Stock; and

                    - 100,000 shares have been designated as Series B Preferred
                    Stock;


<PAGE>

          (c)  One-quarter (.25) of a share of common stock shall be issued
          pursuant to the change for each issued share of common stock prior to
          the change.

          (d)  No fractional shares shall be issued pursuant to the change.  In
          lieu of fractional shares, each fractional share otherwise issuable
          shall be rounded up to the nearest whole share.

          (e)  No approval of stockholders is required pursuant to NRS 78.207.

          (f)  The effective date of the change is October 10, 1996.

     Dated:  October 2, 1996

                                       MAN SANG HOLDINGS, INC.


                                       By:  /s/ Ricky Cheng
                                          ------------------------------------
                                            Ricky Cheng, President


                                       By:  /s/ Sam Sio
                                          ------------------------------------
                                            Sam Sio, Secretary


STATE OF  Texas     Section 
                    Section 
COUNTY OF Harris    Section 


     On October 2, 1996 personally appeared before me, a Notary Public, Ricky
Cheng, who acknowledged that he executed the above document as President of Man
Sang Holdings, Inc.


                                       /s/ Andrea Benson
                                       ------------------------------------
                                       Notary Public






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