SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
__________________
SUBAYE,
INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
86428D
104
(CUSIP
Number)
Zhiguang
Cai
9/F.,
Beijing Business World
56
East Xinglong Street
Chongwen
District
Beijing,
China 10006286
(86)
10-67026968
(Name,
Address, and Telephone Number of Person Authorized to
Receive
Notices and Communications)
October
25, 2010
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ¨
Note. Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 86428D 104
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1
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NAME
OF REPORTING PERSONS
Metro Fame Properties Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
1,495,585
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
-0-
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THE
REPORTING
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9
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SOLE
DISPOSITIVE POWER
1,495,585
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
1,495,585
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12
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CHECK
BOX IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.98%
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14
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TYPE
OF REPORTING PERSON (see instructions)
CO
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This
Schedule 13D relates to the common stock, par value $0.001 (“Common Stock”) of
Subaye, Inc., a Delaware corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 9/F., Beijing Business
World, 56 East Xinglong Street, Chongwen District, Beijing, China
100062.
Item
2. Identity and Background
(a) This
Schedule 13D is being filed by Metro Fame Properties Limited (the “Reporting
Person”).
(b) The
business address of the Reporting Person is Rm 2209, 22/F. Wu Chung House 213,
Queen’s Road East, Wan Chai, Hong Kong.
(c) The
Reporting Person is an investment firm. The address of its principal
office is listed in Item 2(b) above.
(d)-(e)
During the last five years, the Reporting Person has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The
Reporting Person is a Hong Kong corporation.
Item
3. Source and Amount of Funds or Other Consideration
On
October 25, 2010, the Reporting Person and the Issuer entered into an agreement
pursuant to which the Reporting Person sold all of the assets of the online
business-to-business opt-in engine, aixi.net (the “Business”), to the
Issuer in exchange for 1,495,585 shares of the Issuer’s Common Stock as
consideration.
Item
4. Purpose of Transaction
The
Reporting Person acquired the Issuer’s Common Stock for passive investment
purposes.
Except as
set forth above, the Reporting Person does not have any plans or proposals that
relate to or would result in:
(a)
the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer.
(b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c)
a sale or transfer of a material amount of assets of the Issuer or of any of its
subsidiaries.
(d)
any other material change in the Issuer's business or corporate
structure.
(e)
any material change in the present capitalization or dividend policy of the
Issuer other than as described herein.
(f)
any changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition or control of the Issuer by
any person.
(g)
the securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized or to be quoted in an inter-dealer quotation system
of a registered national securities association.
(h)
a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
Item
5. Interest in Securities of the Issuer
(a) The
Reporting Person beneficially owns an aggregate of 1,495,585 shares of the
Company’s Common Stock, which is 15.98% of the total number of shares of Common
Stock outstanding.
(b) The
Reporting Person has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 1,495,585 shares of the Company’s Common
Stock.
(c) The
Reporting Person has not effected any transactions in the Issuer’s Common Stock
in the past 60 days.
(d) To
the knowledge of the Reporting Person, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Schedule 13D.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Other
than as described in Item 3 above, there are no other contracts, arrangements,
understandings or relationships between the Reporting Person and the Issuer with
respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
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Date:
November 29, 2010
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METRO
FAME PROPERTIES LIMITED
By:
/s/ Alexander
Holtermann
Name:
Alexander Holtermann
Title:
Managing Director
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