AND EXCHANGE COMMISSION
Section 13 or 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported): July 27, 2011|
Systems Holdings, Inc.
(Exact name of
registrant as specified in its charter)
of principal executive offices) (zip code)
telephone number, including area code)
|| Bluesky Systems Corp.
name or former address, if changed since last report.)|
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))|
Item 1.01 Entry into Material
Holdings, Inc., a Nevada corporation (the “Company”), and successor by merger to Bluesky Systems Corp., a Pennsylvania
corporation, entered into a Share Purchase Agreement, dated as of July 27, 2011 (the “Share Purchase Agreement”),
with Mr. Duane Bennett and the Northeast Nominee Trust, together being the majority shareholders of the Company (the “Shareholders”),
and Supera Solutions Corp., a Nevada corporation (the “Purchaser”), pursuant to which the Shareholders agreed to sell,
and the Purchasers agreed to buy, 15,600,000 common shares of the Company, representing 61.06% of the issued and outstanding capital
stock of the Company. The Purchaser agreed to pay an aggregate $310,000 for the shares of the Company. A copy of the Share Purchase
Agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein.
will occur not later than 45 days from the effective date of a 1:30 reverse stock split which the Company agreed to consummate
as a condition of the Purchaser’s obligation to close the purchase and sale of the shares. Both the Shareholders and the
Purchaser have the benefit of several conditions of closing which are set forth in the Share Purchase Agreement.
engaged in a recapitalization pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, on July 12, 2011. It exchanged
$90,000 in a new convertible promissory note bearing interest at 5% for its outstanding $90,000 promissory note, dated September
17, 2010, with the new note providing substantially more protection to the holder against dilution in the event of a reverse stock
On July 27,
2011, the Company entered into an agreement (the “Debt Purchase Agreement”), by and among Galileo Partners, LLC, a
California limited liability company (the “Assignee”), and Greentree Financial Group, Inc., a Florida corporation
(the “Assignor”), pursuant to which the Assignor agreed to sell, assign, transfer and convey unto Assignee its partial
rights and interests of $15,000 in principal of the new note in exchange for a payment in the amount of $15,000 from the Assignee.
The remaining rights and interests in the balance of the new Promissory Note (if any) will remain with the Assignor. The Assignee
is not an affiliate of the Assignor or the Purchaser within the meaning of Rule 405 under the Securities Act of 1933, as amended.
A copy of the Debt Purchase Agreement is attached as Exhibit 10.2 hereto and incorporated by reference herein.
authorized capital stock consists of 50,000,000 common shares, $0.001 par value per share, of which 25,548,933 shares are issued
Financial Statements and Exhibits.
Purchase Agreement, dated July 27, 2011, by and among Bluesky Systems Holdings, Inc., Mr. Duane Bennett, the Northeast Nominee
Trust, and Supera Solutions Corp.
Purchase Agreement, dated July 27, 2011, by and among Galileo Partners, LLC, Greentree Financial Group Inc., and Bluesky Systems
the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|Dated: July 29, 2011
||Bluesky Systems Holdings, Inc.
||/s/ Duane Bennett