Attached files
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EX-10.1 - Stalar 1, Inc. | v200870_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): November 2, 2010
STALAR
1, INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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000-52971
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26-1402640
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
Number)
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317 Madison Ave., Suite 1520, New York,
NY
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10017
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
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Registrant’s telephone number,
including area code: (212)
953-1544
|
||
N/A
|
||
(Former
name or former address, if changed since last
report.)
|
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1
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Registrant’s
Business and Operations
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On
November 2, 2010, Stalar 1, Inc. (“Stalar”) entered into a Reverse Merger and
Financial Advisory Agreement (the “Agreement”) with Shenyang Yanshajing Building
Material Co., Ltd. (“Shenyang”). Pursuant to the Agreement, Shenyang
would either (i) effect a merger with Stalar, or (ii) effect a merger with
another entity. In consideration of either merger, Stalar, or its
designee, would receive fully-paid and non-assessable shares of the survivor of
the merger and warrants to purchase additional capital stock of the survivor of
the merger. Additionally, the Agreement prohibits Shenyang from
soliciting, entertaining, negotiating, accepting or considering a merger
transaction with any other entity. The term of the Agreement is six
(6) months, however, in the event that Stalar determines that there is any
material adverse issues that arise in the course of its due diligence
investigation of Shenyang and/or its operations, Stalar has the right to
immediately terminate the Agreement without any liability to
Shenyang.
No
material relationship is known to exist between the Company and
Shenyang.
A copy of
the Agreement is attached as Exhibit 10.1 to this Form 8-K and incorporated
herein by reference. The foregoing summary and description of the Agreement is
qualified by reference to the full text of Exhibit 10.1.
Item
9.01.
|
Financial
Statements and Other Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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10.1 |
Reverse
Merger and Financial Advisory Agreement dated November 2, 2010 by and
between Stalar 1, Inc. and Shenyang Yanshajing Building
Material Co.,
Ltd.
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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.
STALAR
1, INC.
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||
Date: November
3, 2010
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By:
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/s/
Steven R. Fox
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Chief
Operating Officer and
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Chief
Financial Officer
(principal
financial officer)
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Exhibit
No.
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Description
|
10.1 | Reverse Merger and Financial Advisory Agreement dated November 2, 2010 by and between Stalar 1, Inc. and Shenyang Yanshajing Building Material Co., Ltd. |