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 6, 2009

SUBAYE, INC.
(Exact name of registrant as specified in its charter)

Delaware
333-62236
35-2089848
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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):
 
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 November 6, 2009, Subaye, Inc. (the “Company”) entered into a Share Exchange Agreement with certain shareholders of its subsidiary, Subaye.com, Inc., a Delaware corporation (“Subaye”). Pursuant to the terms of the Share Exchange, the Company issued 3,408,852 shares of its common stock in exchange for all outstanding shares of common stock of Subaye the Company did not already own (the “Share Exchange”). As a result of the Share Exchange, Subaye became a wholly-owned subsidiary of the Company.
 
The press release announcing the Share Exchange is attached as Exhibit 99.1 on this Current Report on Form 8-K.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits

 
99.1
Press Release of Subaye, Inc., dated November 6, 2009.
 
 
 
 
 
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:  November 6, 2009
 
 
SUBAYE, INC.
   
 
By: /s/ Zhiguang Cai
 
Name: Zhiguang Cai
 
Title: Chief Executive Officer
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
Description
   
99.1
Press Release of Subaye, Inc., dated November 6, 2009.