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): September 25, 2009
MYSTARU.COM,
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 - 0579) 82239700
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):
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))
Item
1.01 Entry into a Material Definitive Agreement.
On September 25, 2009, MyStarU.com,
Inc. (“MYST” or the “Company”) entered into a Stock Purchase Agreement (the
“SPA”) with Wukuang IE Limited. Under the SPA, Wukuang IE Limited
agreed to purchase from the Company 10,000,000 shares of the Company’s common
stock and warrants to purchase 22,000,000 shares of the Company’s common stock
with an exercise price of $.12 per share and expiring on September 24, 2014, for
a total consideration of $800,000.
On September 25, 2009, MYST entered
into a Joint Marketing Agreement (the “JMA”) with Virtrius, Limited
(“Virtrius”), a Hong Kong company which is wholly-owned by MYST’s Chief
Financial Officer. Under the JMA, Virtrius will act as an independent
contractor performing investor relations services for the
Company. The initial term of the JMA is six months,
automatically renewable for six month terms unless terminated by either
party. In exchange for performing these services, Virtrius will
receive cash compensation of $6,000 for the months of September, October and
November 2009 and another cash payment of $6,000 for December 2009, and January
and February 2010. Additionally, Virtrius will receive a stock award of
2,000,000 shares of the Company’s common stock, which shall vest on a pro rata
basis over the term of the Agreement. Virtrius is also eligible to
receive an additional success stock award of 1,000,000 shares of the Company’s
common stock if the Company’s common stock is accepted for listing on NYSE AMEX
or NASDAQ stock markets during the term of the JMA.
On September 25, 2009, MYST entered
into an employment agreement with Alan R. Lun, the Company’s
President. Under the agreement, Mr. Lun will receive an annual salary
of $10,000 as well as 2,000,000 shares of the Company’s common stock, to vest
over a two-year period. The agreement expires on October 2, 2011,
after which it automatically renews for additional one-year
periods.
On September 25, 2009, MYST entered
into an employment agreement with He Yao, the Company’s
Secretary. Under the agreement, Ms. Yao will receive an annual salary
of $10,000 as well as 1,000,000 shares of the Company’s common stock, to vest
over a two-year period, and an annual guaranteed bonus of 100,000 shares of the
Company’s common stock. The agreement expires in two
years.
Item
3.02 Unregistered Sales of Equity Securities.
See the information set forth above
under Item 1.01 of this Current Report, which information is incorporated
hereunder by this reference. The issuances of common stock and
warrants described above were consummated under the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended.
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: September 28,
2009
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MYSTARU.COM,
INC. |
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By:
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/s/ Zhiguang
Cai |
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Name:
Zhiguang Cai |
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Title: Chief
Executive Officer |
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