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 2, 2010
SUBAYE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-62236
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35-2089848
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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349
Dabeilu, Shiqiao, Panyu,
Guangzhou,
Guangdong,
China 511400
(Address
of principal executive offices) (Zip Code)
(86)
20-3999-0266
Registrant’s
telephone number, including area code
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement
On March 2, 2010, Subaye, Inc. (the
“Company”) entered into an acquisition agreement (the “Agreement”) with CoCloud
Infoserve Limited, a Chinese company (“CIL”). Pursuant to the terms
of the Agreement, the Company will acquire all of the assets, including physical
assets, good will, domain names and website content, used by CIL to operate
various online shopping websites (www.gzxiti.com, www.gzxing.com.cn,
www.gzbuyun.com.cn, www.gzjinxiu.com, www.gznantian.com, and www.gzxhaxi.com) in
exchange for 480,000 shares of the Company’s common stock, par value $0.001
(“Common Stock”).
Prior to the date of the Agreement,
there was no material relationship between the Company or any of its affiliates
and CIL. As a result of the transactions under the Agreement, CIL
will beneficially own 6.7% of the Company’s issued and outstanding shares of
Common Stock.
Item 2.01 Completion of
Acquisition or Disposition of Assets
Please see Item 1.01 above for a
description of the acquisition.
SIGNATURE
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.
Dated: March
9, 2010
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SUBAYE,
INC.
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By:
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/s/
Zhiguang Cai
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Name:
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Zhiguang
Cai
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Title:
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Chief
Executive
Officer
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