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EX-10.1 - MATERIAL CONTRACT - Baoshinn Corpex101.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): November 28, 2012
____________________________________

BAOSHINN CORPORATION
(Name of small business in its charter)

_____________________________________


Nevada

 

333-13491

 

20-3486523

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

  

A-B 8/F Hart Avenue

Tsimshatsui, Kowloon,

Hong Kong

  

(Address of principal executive offices)


Registrant's telephone number:  (852) 2815-1355

______________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[   ]

Written communications pursuant to Rule 425 under the Securities Act

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


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Item 1.01

Entry Into a Material Definitive Agreement

On November 28, 2012 Baoshinn Corporation (“Baoshinn”) entered into an Exchange Agreement (the “Exchange Agreement”) with Olive Oil Direct International, Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming.  Under the terms of the Exchange Agreement, certain Baoshinn shareholders (the “Baoshinn Selling Shareholders”) will transfer 1,485,000 shares of the common stock of Baoshinn (the “Baoshinn Shares”) to the shareholders of OODI (the “OODI Shareholders”).  In return, the OODI Shareholders will transfer all of the outstanding shares of common stock of OODI to Baoshinn, and they will pay $100,000.00 in cash to the Baoshinn Selling Shareholders.  Simultaneously with the closing of the Exchange Transaction, Baoshinn will spin off its operating subsidiary, Hong Kong Holdings, Inc., to its then current shareholders.  Upon completion of the proposed transactions, OODI will become the wholly-owned subsidiary of Baoshinn.  The obligation to close the transaction under the terms of the Exchange Agreement is subject to the normal terms and conditions contained in such agreements.

OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products.  Those products shall include olive oils, pastas, vinegars and other Italian gourmet food items.  In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries.  OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers.

Certain statements contained in this current report on Form 8-K are forward-looking statements and are based on future expectations, plans and prospects for Baoshinn’s business and operations and involve a number of risks and uncertainties.  Baoshinn’s forward-looking statements in this report are made as of the date hereof and Baoshinn disclaims any duties to supplement, update or revise such statements on a going forward basis whether as a result of subsequent developments, change or expectations or otherwise.  In connection with the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 Baoshinn is identifying certain forward-looking information regarding, among other things, the acquisition of OODI by Baoshinn.  Actual events or results may differ materially from those contained in these forward-looking statements.  Important factors that could cause further events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from the ability of Baoshinn to successfully complete the acquisition, to implement OODI’s business plan; uncertainties relating to the ability to realize the expected benefits of the acquisition; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry in which Baoshinn and OODI operate, and other risk factors as discussed in Baoshinn’s other filings made from time to time with the United States Securities and Exchange Commission.

Item 9.01

Financial Statements and Exhibits

Exhibit 10.1

Share Exchange Agreement

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BAOSHINN CORPORATION

Dated:  November 29, 2012

By:  

    /s/  Sean L. Webster

 

Name: 

 Sean L. Webster

 

Title:  

 President



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