Attached files
| file | filename |
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| EX-10.1 - MyStarU.com,Inc. | v200555_ex10-1.htm |
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): October 25, 2010
SUBAYE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34660
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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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9/F.,
Beijing Business World,
56 East
Xinglong Street,
Chongwen
District
Beijing,
China 100062
(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.
The
information provided under Item 2.01 below is incorporated by reference
herein.
Item
2.01. Completion of Acquisition of
Disposition of Assets.
On
October 25, 2010, Subaye, Inc. (the “Company”) entered into a letter agreement
(the “Letter Agreement”) with Metro Fame Properties Limited (“Metro Fame”),
pursuant to which the Company acquired all of the assets of the online
business-to-business opt-in engine, aixi.net (the “Business”), from Metro Fame
in exchange for 1,495,585 shares (the “Shares”) of the Company’s common stock,
par value $0.001 (“Common Stock”). A copy of the Letter Agreement is
attached hereto as Exhibit
10.1.
Prior to
the Letter Agreement, the Company, any Company director or officer, and the
Company’s affiliates had no material relationship with Metro Fame.
Item
3.02. Unregistered Sales of Equity
Securities.
As
disclosed under Item 1.01 above, the Company sold 1,495,585 Shares of its Common
Stock to Metro Fame in exchange for all of the assets of the
Business. The Shares will be issued in reliance on the exemptions
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits
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Exhibit
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Number
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Exhibit Title or
Description
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10.1
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Letter
Agreement, dated October 25, 2010, between Subaye, Inc. and Metro Fame
PropertiesLimited.
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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: November
1, 2010
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SUBAYE,
INC.
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By:
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/s/ Zhiguang Cai | |
| Name: | Zhiguang Cai | ||
| Title: | Chief Executive Officer | ||