8-K

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): May 14, 2010

Commission File Number: 000-52728

NORTHPORT NETWORK SYSTEMS, INC.
(Name of small business issuer in its charter)

Washington	76-0674579
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Suite #4200, 601 Union Street, Seattle, Washington	98101
(Address of principal executive offices)	(Zip Code)

(206-652-3451)
(Issuer's telephone number)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into an Equity Agreement.

On May 11, 2010, Dalian Northport Information Industry Development Co., Ltd. (“Dalian Northport”), a wholly owned subsidiary of Northport Network Systems Inc., Inc. (the “Company”), entered into a definitive agreement with the 49% stockholder of Shenyang Ling Xiao Aviation Services Co., Ltd (“Ling Xiao”) to divest Dalian Northport’s 51% equity interest in Ling Xiao in exchange for the 49% stockholder returning to the Company 2,500,000 shares of common stock of the Company for nominal consideration. The 51% equity interest in Ling Xiao held by Dalian Northport was originally acquired on October 9, 2008 in exchange for 2,700,000 treasury shares of the Company that were issued to the 49% shareholder. Pursuant to the agreement, the effective date of the divestiture is April 1, 2010.

The operating results of Ling Xiao for the three months ended March 31, 2010 have been classified in the Company’s financial statements in its quarterly Form 10Q as discontinued operations, and prior period’s operating results have been reclassified to discontinued operations

SECTION 9 – FINANCIAL STATEMENTS AND EXHIITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Share Transfer Agreement dated May 11, 2010 is attached as exhibit 10.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHPORT NETWORK SYSTEMS, INC.
Date: May 14, 2010	By:	/s/ Jim Howell Qian
		Jim Howell Qian
		Chief Executive Officer

EXHBIT INDEX

Number	Document(s)	Location
10.1	Share Transfer Agreement dated May 11, 2010	Attached hereto and incorporated by reference herein

EX-10.1

Share Transfer Agreement

Transferor:
Dalian Northport Information Industry Development Co., Ltd.
Address: Room 512, A, 1 Huoiju Road, Qixianling Industrial Base, High-Tech Zone, Dalian
Registered Number: QIDULIAODAZONGZI NO. 014063

Transferee:
Mr. Chen Meizhou, born on January 5, 1973, Han Nationality
Address: Room 1001, Building 28, No.101 Guofang Road, Gongbei, Xiangzhou District, Zhuhai, Guangdong Province
Position: Shareholder of Shenyang LingXiao Aviation Service Co.

Transferee:
Ms. Liang Xiaodan, born on May 13, 1980, Han Nationality
Address: No. 32-41, Ganjingzi Road, Dalian

This Share Transfer Agreement is made among the aforesaid parties on the basis of amiable negotiation and principles of voluntary participation. According to Economic Contract Law of People’s Republic of China and the relevant regulations, the three parties agree to execute this agreement subject to the terms and conditions stipulated below.

Article 1 Description for Enterprise of Share Transfer
Shenyang LingXiao Aviation Service Co. was formally registered in Shenyang Administration for Industry and Commerce after the approval on September 26, 2007. The registered number is 2101322108469, and the business period is from September 26, 2007 to September 25, 2017. The business scope includes the agency service of passenger transportation sales in domestic flight courses, international flight courses, or flights courses of Hong Kong, Macao, Taiwan, as well as the consultation of economic information. The registered capital is RMB 1,500,000 Yuan. In which, RMB 765,000 Yuan in currency is provided by Dalian Northport Information Industry Development Co., Ltd. as the shareholder, accounting for 51% of the shares; and RMB 735,000 Yuan in currency is provided by Mr. Chen Meizhou as the shareholder, accounting for 49% of the shares.

Article 2 Amount of Share Transfer
Dalian Northport Information Industry Development Co., Ltd. (Transferor) hereby agrees to transfer the shares in 41% of Shenyang LingXiao Aviation Service Co. (RMB 615,000 Yuan) to Mr. Chen Meizhou (Transferee), and agrees to transfer the shares in 10% of Shenyang LingXiao Aviation Service Co. (RMB 150,000 Yuan) to Liang Xiaodan (Transferee).

Article 3 Price of Shares
Dalian Northport Information Industry Development Co., Ltd. (Transferor) hereby agrees to transfer his shares of Shenyang LingXiao Aviation Service Co. to Mr. Chen Meizhou (Transferee). The transfer price is available with the exchange of Transferor's shares of Shenyang LingXiao Aviation Service Co. and the 2.5 million shares of Northport Capital Inc. held by Mr. Chen Meizhou.

Article 4 Payment and Term
After signing this Share Transfer Agreement, Transferor shall transfer the 2.5 million shares directionally distributed by Northport Network systems Inc. to the targeted Transferee.

Article 5 Responsibility of Transferor
Transferor shall do the utmost to fulfill the procedures of registration change related to the company.

Article 6 Cost
During the share transfer, any cost related to this transfer shall be born by Transferee.

Article 7 Breach Responsibility
In the case that any party cannot appropriately and completely perform the obligations in this Agreement, the party shall bear the responsibility for the breach and pay all the economic losses for the observant party.

Article 8 Settlement of Disputes
Any dispute arising from the execution of this Agreement shall be settled through friendly consultations by the parties. In case no settlement through consultation can be reached or is willing to make, the disputes shall be submitted to Dalian Xigang District People’s Court.

Article 9
Any matters not covered in this Agreement shall be solved by signing the supplementary agreement of Share Transfer Agreement. The supplementary agreement and this Agreement are of the same legal effect.

Article 10
This Share Transfer Agreement shall become effective upon signing and stamping by the three parties.

Article 11
This Agreement is made out in quadruplicate. The two copies are held by Transferor and the two copies are held by Transferee. All the copies are of the same effect.

Article 12
This Share Transfer Agreement shall prevail if there is any inconsistence with other agreements.

Article 13
After the signing of this Share Transfer Agreement, the share transfer agreements and the supplementary agreements signed by the parties previously shall cease to perform.

Transferor:
Dalian Northport Information Industry Development Co., Ltd.
Signed by Legal Representative:
/s/ Zhao Yan, Chairperson

Transferee:
Chen Meizhou
Personally Signed by Transferor:
/s/ Chen Meizhou

Transferee:
Liang Xiaodan
Personally Signed by Transferor:
/s/ Liang Xiaodan

Signed on the 11^th day of May, 2010