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 11, 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) 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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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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.
On October 11, 2009, MyStarU.com, Inc.
(the “Company”) entered into a Consulting Agreement (the “Agreement”) with James
T. Crane, the Company’s Chief Financial Officer. The Agreement
provides for compensation to Mr. Crane and the employees of Mr. Crane’s company,
J. Crane & Co, for providing certain financial services to the
Company. The term of the Agreement is thirty six months, after which
the Agreement shall automatically terminate. In exchange for
providing these services, Mr. Crane and his employees will receive hourly cash
compensation, the total of which shall not exceed 700,000 RMB ($103,000) during
each of the Company’s fiscal years ending September 30, 2010, 2011, and 2012.
Additionally, Mr. Crane will receive a stock award of 2,250,000 shares of the
Company’s common stock, which shall vest on a pro rata basis over the term of
the Agreement.
The Agreement is attached as Exhibit
10.1 to this Current Report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Member of the
Board of Directors
On
October 19, 2009, the Company appointed Jinliu Deng to serve as a member of the
Board of Directors.
Mr. Deng,
44, provided consulting services to the Company between July 2007 and July 2009
and was not compensated $60,000 or more in fees from the Company in the three
years prior to October 19, 2009. From June 2000 to the present, Mr.
Deng has served as the general manager of Guangzhou Free Stage Studios Limited,
a leading entertainment stage company in the People’s Republic of
China.
In
connection with Mr. Deng’s appointment, the Company has orally agreed to pay
$30,000 to Mr. Deng for services rendered as a member of the Board of
Directors.
The
Company believes Mr. Deng qualifies as an independent member of the Board of
Directors. In determining the independence of its Directors, the
Company uses the definition of independence as outlined in the NASDAQ Corporate
Governance Rules at www.nasdaq.com.
Item 9.01 Financial Statements and
Exhibits
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Exhibit
Number
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Description |
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10.1
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Consulting
Agreement dated as of October 11, 2009 between the Company and James T.
Crane.
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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: October 21, 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:
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Zhiguang
Cai |
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Title: |
Chief
Executive Officer |
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