Attached files
file | filename |
---|---|
EX-10.1 - PROMISSORY NOTE - BLUESKY SYSTEMS CORP | ex10-1.htm |
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): July 29, 2010
BLUESKY SYSTEMS,
CORP.
(Exact
Name of Registrant as Specified in Charter)
Pennsylvania
|
000-52548
|
05-6141009
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
191 Chestnut Street,
Springfield, MA. 01103
(Registrant’s
Address)
Registrant’s
telephone number, including area code: (413)
734-3116
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road, Suite 300
Cornelius,
NC 28031
(704)
897-8334 Tel
(704)
897-8349 Fax
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:
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 DFR
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))
|
1
BLUESKY
SYSTEMS CORP.
CURRENT
REPORT ON FORM 8-K
Item
1.02 Termination of a Material Definitive Agreement
|
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
|
Item
9.01 Financial Statements and Exhibits
|
SIGNATURES
|
Exhibit
10.1 – Promissory Note by and between Bluesky Systems Corporation and JPF
Securities Law, LLC
|
2
Item
1.02 Termination
of a Material Definitive Agreement
We hereby
incorporate by reference the Current Report on Form 8-K filed with the
Securities and Exchange Commission by the Registrant on February 3,
2010.
The Plan
of Exchange Agreement, dated January 12, 2010, between Bluesky Systems Corp., a
Pennsylvania corporation (including its successors and assigns, “BSKS” or
“Registrant” or “Company”); Duane Bennett, the President of BSKS (“Mr.
Bennett”), China Folk Tourism Co., Ltd., a company organized and existing under
the laws of the British Virgin Islands (including its successors and assigns
“CFT”), and the shareholders of CFT (the “CFT Shareholders”) has been
terminated. Pursuant to the Plan of Exchange Agreement (the “POE”), BSKS would
have acquired 100% of the capital stock of CFT equal to 50,000 shares in
exchange for an issuance by BSKS of 35,000,000 new post-split shares of Common
Stock of BSKS to CFT shareholders. In addition, CFT and/or the CFT Shareholders
would have acquired 200,000 post-split shares of BSKS Common Stock from Mr.
Bennett, or his assignees, in exchange for a cash payment by CFT and/or the CFT
Shareholders of an amount equal to $210,000 to Mr. Bennett, less any expenses
incurred and a secured promissory note in the amount of $260,000.
The above
purchase and issuance would have given CFT a total of 35,200,000 shares of the
Common Stock, or a 'controlling interest' in BSKS representing approximately
97.7% of the then issued and outstanding shares of Common Stock. The transaction
never closed and was officially terminated pursuant to section 4 of the POE
which specifically states that the POE shall be terminated “(iii) by either
party, in the event that the transaction represented by the anticipated POE has not been
implemented and approved by the proper governmental authorities 71 days from the
date of this Agreement...” The Plan of Exchange as attached as Exhibit 10.1 to
the Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 3, 2010 is hereby incorporated by reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
BSKS has
engaged in certain financing activities that have resulted in the creation of a
direct financial obligation of the Registrant and/or an obligation of the
Company under an off-balance sheet arrangement. These transactions were entered
into because BSKS lacked adequate capital resources to pay for certain
professional fees associated with the company’s ongoing reporting requirements.
The direct financial obligations are as follows:
On July
29, 2010, BSKS signed a Promissory Note with JPF Securities Law, LLC (“JPF”),
stating that BSKS promised to pay to the order of JPF the sum of SIX THOUSAND
($6,000), with an interest rate of 10%, payable on July 29, 2011. Pursuant to
the Promissory Note, in the Event of Default, all unpaid principal, accrued
interest and other amounts owing, at the option of JPF, and, in the case of an
Event of Default pursuant to (a), (b), (c) or (d) below, automatically, be
immediately due, payable and collectible by JPF pursuant to applicable law. JPF
shall have all rights and may exercise any remedies available to it under law,
successively or concurrently. BSKS expressly acknowledges and agrees that JPF
shall have the right to offset any obligations of BSKS thereunder against other
amounts that may be payable to BSKS by JPF:
(a) Failure
to make the principal or interest payment by the due date (whether by
acceleration or otherwise) or failure to pay in full;
(b)
BSKS commences or proposes to commence any bankruptcy, reorganization,
arrangement or adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar proceeding under any federal, state or other law for the
relief of debtors (an "Insolvency Proceeding"); BSKS fails to obtain the
dismissal, within thirty (30) days after the commencement thereof, of any
Insolvency Proceeding instituted by one or more third parties, fails actively to
oppose any such Insolvency Proceeding, or, in any such Insolvency Proceeding,
defaults or files an answer admitting the material allegations upon which such
Insolvency Proceeding was based or alleges its willingness to have an order for
relief entered;
(c) Any
receiver, trustee or custodian is appointed by a court of competent jurisdiction
to take possession of all or any substantial portion of the assets of BSKS, the
holder of the Note may, at its option, without notice to or demand upon BSKS or
any other party, declare immediately due and payable the entire principal
balance thereof together with all accrued and unpaid interest thereon, plus any
other amounts then owing pursuant to the Note, whereupon the same shall be
immediately due and payable; provided that upon the occurrence of an Event of
Default under clause (ii) above, the unpaid principal amount thereof shall
become immediately due and payable without presentment, demand, protest of
notice of any kind in connection with the Note;
(d) Be,
or suffer to have the Borrower be, a party to any Change of Control Transaction,
or sell or dispose of all or in excess of forty-nine (49%) percent of its
respective assets (based on book value calculation as reflected in the its most
recent financial statements) in one or more transactions (whether or not such
sale would constitute a Change of Control Transaction);
In
addition, upon the occurrence of an Event of Default, interest shall thereafter
accrue on the entire unpaid principal balance under the Note at the rate of
eighteen percent (18%) per annum (on the basis of a 360-day year and the actual
number of days elapsed) or the highest amount legally permissible. On each
anniversary of the date of any Event of Default, all interest which has become
payable and is then delinquent shall, without curing the default under the Note
by reason of such delinquency, be added to the principal amount due under the
Note, and shall thereafter bear interest at the same rate as is applicable to
principal, with interest on overdue interest to bear interest, in each case to
the fullest extent permitted by applicable law, both before and after default,
maturity, foreclosure, judgment and the filing of any petition in a bankruptcy
proceeding. In no event shall interest be charged under the Note which would
violate any applicable law. If the rate of interest provided for herein would
otherwise exceed the maximum rate permitted by applicable law, then the interest
rate shall be reduced to the maximum rate permitted by applicable
law;
The
Promissory Note is attached as Exhibit 10.1.
3
Item
9.01 Financial
Statements and Exhibits
(d)
|
Exhibits.
|
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
Exhibit
10.1 – Exhibit 10.1 – Promissory Note by and between Bluesky Systems Corporation
and JPF Securities Law, LLC
SIGNATURES
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 thereunto
duly authorized.
Date:
July 29,
2010 BLUESKY
SYSTEMS CORPORATION
By: /s/ Duane
Bennett
Duane
Bennett
President
Exhibit
Index
4