UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) August 17,
2010
China
Electronics Holdings, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-152535
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98-0550385
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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Building
3, Binhe District, Longhe East Road, Lu’an City, Anhui Province,
PRC
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237000
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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 011-86-564-3224888
Buyonate,
Inc.
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(Former
name or former address, if changed since last
report.)
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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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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EXPLANATORY
NOTE
This
Current Report on Form 8-K/A hereby amends the Current Report on Form 8-K filed
by China Electronics Holdings, Inc. (formerly Buyonate, Inc.) on August 18,
2010, to correct the name of the registrant which was inadvertently misstated in
the Current Report on Form 8-K filed on August 18, 2010.
On August
17, 2010 we consummated a private placement to 11 accredited investors for an
aggregate gross purchase price of $571,296 ($10.56 per unit) of 54,100 units,
each unit consisting of four shares of our Common Stock, par value
$0.0001 per share (“Stock”), a three-year warrant to purchase one share of our
Common Stock for $3.70 per share and a three-year warrant to purchase
one share of our Common Stock for $4.75 per share pursuant to a Subscription
Agreement (the “Subscription Agreement”) with such investors (the “Private
Placement”).
USE
OF DEFINED TERMS
Except as
otherwise indicated by the context, references in this Report to:
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·
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"the
Company," "we," "us," or "our," are references to the combined business of
China Electronics Holdings, Inc, and its subsidiary, China Electronic
Holdings, Inc., and China Electronic Holdings, Inc.’s direct and indirect
subsidiaries;
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·
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"Securities
Act" refers to the Securities Act of 1933, as amended;
and
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·
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"Exchange
Act" refers to the Securities Exchange Act of 1934, as
amended.
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August
17, 2010 we entered into and consummated a Subscription Agreement with 11
accredited investors described in Item 3.02 of this Current Report, the first
paragraph of which Item 3.02 is incorporated herein by reference.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On August
17, 2010 we entered into and consummated a Subscription Agreement (the
“Subscription Agreement”) with 11 accredited investors pursuant to which the
investors agreed to and did purchase for an aggregate gross purchase price of
$571,296 an aggregate of (a) 216,400 shares of our common stock, (b) three year
warrants (“Series C Warrants”) to purchase an aggregate of 54,100 shares of our
common stock for $3.70 per share and (c) three year warrants (“Series D
Warrants”) to purchase an aggregate of 54,100 shares of our Common Stock for
$4.75 per share. The Subscription Agreement was on the same terms as the
Subscription Agreement we entered into on July 9, 2010 and consummated on July
15, 2010 with certain other accredited investors, which transaction was reported
in our Current report on Form 8-K, dated July 22, 2010.
The
issuances of our Common Stock and warrants to purchase our Common Stock
described in the first sentence of the preceding paragraph were exempt from
registration under the Securities Act by virtue of compliance with Section 4(2)
of the Securities Act and Regulation D thereunder.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1*
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Subscription
Agreement between Buyonate, Inc. and certain investors, dated July 9,
2010
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4.2*
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Form
of Warrant of Buyonate, Inc. issued on August 17, 2010
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*
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Incorporated
by reference to the Form 8-K filed on July 22,
2010
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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.
CHINA
ELECTRONICS HOLDINGS, INC.
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||
By:
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/s/ Hailong Liu
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Name:
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Hailong
Liu
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Title:
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President,
Chief Executive Officer and Chief Financial
Officer
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Date:
February 10, 2011