UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 4, 2010
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STALAR
1, INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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000-52971
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26-1402640
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
Number)
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317 Madison Ave.,
Suite 1520, New York, NY
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10017
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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: (212)
953-1544
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N/A
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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 (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))
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Section 1
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Registrant’s
Business and Operations
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Item 1.02
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Termination
of a Material Definitive Agreement.
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As
previously reported on SEC Form 8-K, filed by Stalar 1, Inc. (“Stalar”) on
November 3, 2010, Stalar entered into a Reverse Merger and Financial Advisory
Agreement (the “Agreement”) on November 2, 2010 with Shenyang Yanshajing
Building Material Co., Ltd. (“Shenyang”). By letter
dated December 4, 2010, Shenyang notified Stalar that it was terminating
the Agreement. In a letter dated December 6, 2010, Stalar responded that the
Agreement did not provide a termination right to Shenyang. By letter dated
December 15, 2010 Shenyang’s counsel reiterated Shenyang’s termination and
disclaimed any liability to Stalar. By letter dated December 18, 2010, Stalar
reiterated its view that Shenyang lacked authority to terminate the Agreement
and alleged other breaches under the Agreement.
Pursuant
to the Agreement, if not terminated, Shenyang would either (i) effect a merger
with Stalar, or (ii) effect a merger with another entity. In
consideration of either merger, Stalar, or its designee, would receive
fully-paid and non-assessable shares of the survivor of the merger and warrants
to purchase additional capital stock of the survivor of the
merger. Additionally, the Agreement prohibits Shenyang from
soliciting, entertaining, negotiating, accepting or considering a merger
transaction with any other entity. The term of the Agreement is six
(6) months, however, in the event that Stalar determines that there is any
material adverse issues that arise in the course of its due diligence
investigation of Shenyang and/or its operations, Stalar has the right to
immediately terminate the Agreement without any liability to
Shenyang.
No
material relationship is known to exist between Stalar and
Shenyang.
A copy of
the Agreement is attached as Exhibit 10.1 to Stalar’s Form 8-K that filed
on November 3, 2010. The foregoing summary and description of the Agreement is
qualified by reference to the full text of Exhibit 10.1.
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Item
9.01.
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Financial
Statements and Other Exhibits.
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None
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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.
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STALAR
1, INC.
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Date: December
27, 2010
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By:
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/s/
Steven R. Fox
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Chief
Operating Officer and
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Chief
Financial Officer
(principal
financial officer)
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