UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section~~Report ~~13 Or 15~~(d)Date of ~~the~~earliest ~~Securities~~event reported): ~~Exchange~~April ~~Act~~28, of2009 ~~1934~~

Date of Report (Date of earliest event reported): May 31, 2007

MAN SANG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA 000-20877 87-0539570

NEVADA	000-20877	87-0539570
(State or other	(Commission	(IRS Employer
jurisdiction of incorporation)	File Number)	Identification No.)

~~(State~~Suite or2208-14, ~~other~~22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR(~~Commission~~Address of principal executive offices) (~~IRS~~Zip ~~Employer~~Code)

~~jurisdiction~~Registrant's oftelephone ~~incorporation)~~number, ~~File~~including area ~~Number~~code: (852) ~~Identification~~2317 ~~No.)~~9888

~~21st~~Check ~~Floor,~~the ~~Railway~~appropriate ~~Plaza,~~box 39below ~~Chatham~~if ~~Road~~the Form ~~South,~~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):

~~Tsimshatsui,~~[ ~~Kowloon,~~] 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 CFR 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))

~~Hong Kong SAR~~ 1

~~(Address~~SECTION of2 ~~principal~~– ~~executive offices) (Zip Code)~~FINANCIAL INFORMATION

~~Registrant's~~Item ~~telephone~~2.02 ~~number,~~Results ~~including~~of ~~area~~Operation ~~code:~~and ~~(852)~~Financial ~~2317 5300~~Condition

~~SECTION~~ On 4April –28, 2009, ~~MATTERS~~Man ~~RELATED~~Sang TOInternational ~~ACCOUNTANTS~~Limited ~~AND~~(“MSIL”), ~~FINANCIAL STATEMENTS~~which is Man Sang Holdings, Inc.’s principal operating subsidiary and a listed company on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) (Stock Code: 938), issued an announcement pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “Listing Rules”) of the Hong Kong Stock Exchange informing shareholders and potential investors of MSIL that the board of directors of MSIL expects MSIL, together with its subsidiaries (the “Group”), to record a loss for the year ended March 31, 2009. The expected loss is primarily attributable to a downturn of property markets in Hong Kong and the People’s Republic of China.

~~Item~~ MSIL 4prepares its financial statements in accordance with Hong Kong Financial Reporting Standards, or HKFRS, as issued by the Hong Kong Institute of Certified Public Accountants.01 ~~Changes~~Under HKFRS, MSIL is required to report decreases in ~~Registrant~~fair value of the Group’s ~~Certifying~~investment ~~Accountant~~properties, which, together with a reduction of profit from the sale of the Group’s properties, is the primary reason that the Group expects to record a loss for the year ended March 31, 2009.

~~(a)~~ MSIL's ~~Resignation~~financial statements are not necessarily comparable to the financial statements of ~~independent~~Man ~~registered~~Sang ~~public~~Holdings, ~~accounting~~Inc., ~~firm~~which prepares its financial statements in accordance with U.S. GAAP. Man Sang Holdings, Inc.’s management is preparing its financial statements and evaluating its results for the year ended March 31, 2009.

OnA ~~May~~copy ~~31,~~of ~~2007, Moores Rowland Mazars (~~the ~~“Former Auditors”)~~April ~~resigned as the independent auditors of Man Sang Holdings~~28, ~~Inc. (the “Company”), effective May~~ ~~31, 2007, as~~2009 ~~a result~~announcement ofis ~~the amalgamation~~attached ofto ~~their practices~~this ~~with Grant Thornton, effective~~Current ~~June~~Report 1,on ~~2007.~~Form ~~Moores~~8-K ~~Rowland~~as ~~Mazars~~Exhibit ~~have been the Company’s auditors since June 30, 2004~~99.1 ~~The~~and ~~Audit Committee of~~ the ~~Company’s~~information ~~Board~~therein ofis ~~Directors~~incorporated ~~(the “Audit Committee”) approved~~herein ~~the resignation of the Former Auditors on May 31, 2007~~by reference.

The ~~Former~~information ~~Auditors’~~in ~~audit~~this ~~report~~Item on2.02 ~~the~~and ~~Company’s~~Exhibit ~~consolidated~~99.1 ~~financial~~shall ~~statements~~not be deemed filed for ~~each~~the purposes of Section 18 of the ~~past~~Securities ~~two~~and ~~fiscal~~Exchange ~~years~~Act of 1934, as ~~did~~amended, ~~not~~or ~~contain~~incorporated anby ~~adverse~~reference ~~opinion~~in orany ~~disclaimer~~filing under the Securities Act of ~~opinion~~1933, ~~and~~as ~~was~~amended, ~~not~~except ~~qualified~~as orshall ~~modified~~be asexpressly toset ~~uncertainty,~~forth ~~audit~~by ~~scope~~specific reference orin ~~accounting~~such ~~principles~~filing.

~~During~~SECTION ~~the~~9 ~~Company’s~~– ~~two~~FINANCIAL ~~most~~STATEMENTS ~~recent~~AND EXHIBITS fiscal years and through the subsequent interim period on or prior to May 31, 2007, (a) there were no disagreements between the Company and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditors, would have caused the Former Auditors to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K have occurred.

The Company has provided the Former Auditors with a copy of the disclosures in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and has requested that the Former Auditors furnish it with a letter addressed to the SEC stating whether the Former Auditors agree with the above statements and if not, stating the respects in which it does not agree. A copy of such letter, dated May 31, 2007, is filed as Exhibit 16.1 hereto.

(b) Engagement of new independent registered public accounting firm

On May 31, 2007, the Audit Committee appointed Grant Thornton as the Company’s new independent auditors (the “New Auditors”), effective from June 1, 2007.

During the Company’s two most recent fiscal years and subsequent interim period on or prior to June 1, 2007, the Company has not consulted with the New Auditors regarding the application of accounting principles to a specified transaction, either completed or proposed, or any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibit

(d) Exhibits

16.1 Letter dated May 31, 2007 from Moores Rowland Mazars to the Securities and Exchange Commission

Exhibit Number		Description of Exhibit
99.1		Profit Warning Announcement, dated April 28, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itits behalf by the undersigned hereunto duly authorized.

Date: June 4, 2007 MAN SANG HOLDINGS, INC.

Date: April 28, 2009	MAN SANG HOLDINGS, INC.


	By:	/s/ Cheng Chung Hing, Ricky
		CHENG Chung Hing, Ricky
		Chairman of the Board, President and
		Chief Executive Officer

~~By: /s/ CHENG Chung Hing, Ricky~~ 3

CHENG Chung Hing, Ricky

Chairman of the Board, President and

Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	~~Description~~	Description
16.1	Letter dated May 31, 2007 from Moores Rowland Mazars to the Securities and Exchange Commission
99.1		Profit Warning Announcement, dated April 28, 2009

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