UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
(AMENDMENT NO. ________)
BLUESKY FILING CORPORATION
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(Name of Small Business Issuer in its charter)
New Jersey 7389 52-2319187
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State of Incorporation (Primary Standard (I.R.S. Employer
Classification No.) Identification No.)
819 Nassau Street, North Brunswick, New Jersey 08902
(732) 249-0315
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(Address and Telephone Number of Registrant's Principal Place of Business)
Albert C. Zeller, II - President
c/o BLUESKY FILING CORPORATION
819 Nassau Street, North Brunswick, New Jersey 08902
(732) 249-0315
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(Name, Address and Telephone Number of Agent for Service)
Approximate Date of Proposed Sale to the Public: As soon as practicable from
time to time after this registration statement becomes effective.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the Registration statement is expected to be made pursuant to
Rule 434, please check the box. |_|
CALCULATION OF REGISTRATION FEE
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Title of Number Proposed Proposed
each Class of of Shares Maximum Aggregate Amount of
Securities to Securities to Offering Price Offering Registration
be Registered be Registered per Unit Price (1) Fee (1)
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Common Stock 500,000 $0.10 $50,000 $13.35
included in Unit
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TOTAL $50,000 $13.35
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
This registration statement shall become effective in accordance with Section
8(a) of the Securities Act of 1933 on the twentieth day following this filing.
BLUESKY FILING CORPORATION OFFERING PROSPECTUS
Maximum Offering: 500,000 Units
Offering Price: $0.10 per Unit
BLUESKY FILING CORPORATION, (the "Company") (the "Company") offers for sale,
on a self-underwritten basis, the maximum amount of 500,000 units at a price
of $0.10 per unit. There is no minimum number of shares to be sold in this
offering. There is no escrow account setup for this transaction. Each unit
consists of one share of common stock. Proceeds from the sale of the shares
will go immediately to the Company. This offering will be terminated upon the
earlier of: the sale of the maximum amount, twelve months after the date of
this prospectus, or the date on which the Company decides to close the Offering.
A minimum purchase of 100 units (shares) is required. The Company reserves the
right to reject any Share Purchase Agreement in full or part. (See "Plan Of
Distribution").
Investing in our securities involves some risk. (See "RISK FACTORS," page 6).
The securities offered herein should not be purchased by any investor who
cannot afford to sustain the total loss of their investment.
These securities have not been approved or disapproved by the Securities
and Exchange Commission or any State securities agency nor has the Commission
or any agency passed upon the accuracy of adequacy of this prospectus. Any
representation to the contrary is a CRIMINAL OFFENSE.
This is our initial public offering. No public market currently exists for
our shares. The offering price may not reflect the market price of our
shares after the offering.
The shares will be offered and sold by our officers without any discounts or
other commissions.
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Price to Underwriting Discounts Proceeds to
Public and Commissions Company(1)
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Per Share $0.10 $0.00 $0.10
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Total Maximum $50,000 $0.00 $50,000
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(1) Proceeds to the Company are shown before deducting offering expenses
payable by the Company estimated at $19,000, including legal and accounting
fees and printing costs.
The date of this Prospectus is July 20, 2001.
TABLE OF CONTENTS
Page
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . 15
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Directors, Executive Officers, Promoters and Control Persons . . . . . . 17
Security Ownership of Certain Beneficial Owners and Management . . . . . 17
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . 18
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . 19
Disclosure of Commission Position of Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . . . . . . . . 19
Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . 20
Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . 20
Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . 20
Certain Relationships and Related Transactions . . . . . . . . . . . . . 21
Market for Common Equity and Related Stockholder Matters . . . . . . . . 21
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 22
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Changes in and Disagreements with Accountants Disclosure . . . . . . . . 27
ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
The following summary is qualified in its entirety by reference to the
detailed information and consolidated financial statements, including the
notes thereto, appearing elsewhere in this prospectus. Each prospective
investor is urged to read this prospectus in its entirety, and particularly
the information set forth in "RISK FACTORS."
THE COMPANY
BLUESKY FILING CORPORATION is an online consulting and service company that
will provide for a fee, preparation of offering and filing documents relating
but not limited to offers to be filed with the Securities Exchange Commission
and the applicable paperwork to be filed with any state agencies as may be
required. Leads for these jobs will be obtained from the Companies website
at http://www.blueskyfiling.com and other advertising resources as the Company
deems necessary. The site would allow clients to submit their paperwork to us
electronically via email and submission forms. The Company is currently a
Securities Exchange Act reporting Company under Section 12(g).
Securities Offered: Maximum of 500,000 units.
Each unit consists of one share of common stock
with no par value.
Offering Price: $0.10 per unit.
Escrow Agent: NONE. All Proceeds go directly to the Company.
Summary of Selected We are a development stage company and have had no
Data: Revenues or Financial earnings from operations.
As of May 25, 2001, our financial data is as follows:
Total Assets $ 100
Total Liabilities $ 100
Shareholder Equity $ 0
Net Tangible Book Value $ 0
Net Tangible Book Value per Share $ .00
RISK FACTORS
LIMITED OR NO OPERATING HISTORY OF COMPANY; ABILITY TO
CONTINUE AS A GROWING CONCERN
The Company is currently in a developmental period from
its inception on May 24, 2001 till now, and is still in
the early stages of growth. Accordingly, the Company has
a limited or no operating history on which to base an
evaluation of its business and prospects. The Company's
prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by
companies in their early stage of development,
particularly companies in new and rapidly evolving
markets such as online commerce. Such risks for the
Company include, but are not limited to, an evolving and
unpredictable business model and the management of
growth.
To address these risks, the Company must, among other
things, obtain a client base, implement and successfully
execute its business and marketing strategy, continue to
develop and upgrade its technology and processing
systems, improve its Web site, provide superior customer
service and request fulfillment, respond to competitive
developments, and attract, retain and motivate qualified
personnel. There can be no assurance that the Company
will be successful in addressing such risks, and the
failure to do so could have a material adverse effect on
the Company's business, prospects, financial condition
and results of operations. Since incorporation, the
company has been involved in research and development.
Further research and development of the business model
and strategy of the company will continue and result in
expenses, which will reduce the profitability of the
company, if any. Investors in the company's offering
should be aware that the offering is a venture capital
offering, subject to substantial risks.
Since inception, the Company has not incurred any
profit. The Company believes that its success will
depend in large part on its ability to (i) obtain a
brand name position, (ii) provide its clients with
outstanding value. Accordingly, the Company intends to
invest heavily in marketing and promotion, site
development and technology and operating infrastructure
development. The Company also intends to offer
attractive pricing, which will reduce its gross margins.
Because the Company has relatively high gross margins
(approx. 60%), achieving high profitability depends upon
the Company's ability to generate and sustain
substantially increased clients levels.
The Company expects to use a portion of the net proceeds
of this offering to fund its operating losses. If such
net proceeds, together with cash generated by
operations, are insufficient to fund future operating
losses, the Company may be required to raise additional
funds. There can be no assurance that such financing
will be available, if at all, in amounts or on terms
acceptable to the Company.
The Company has not incurred any net profit. The
accompanying financial statements have been prepared in
conformity with generally accepted accounting
procedures. The financial statements do not include any
adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary
should the Company be unable to continue in existence.
Management expects to complete this offering in 2002,
which management expects will provide sufficient funding
to continue present operations and support future
marketing and development activities.
UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL
FLUCTUATIONS IN QUARTERLY
OPERATING RESULTS; SEASONALITY
As a result of the Company's limited operating history
and the emerging nature of the markets in which it
competes, the Company is unable to accurately forecast
its revenues. The Company's current and future expense
levels are based largely on its investment plans and
estimates of future revenues. Sales and operating
results generally depend on the volume of, timing of,
and ability to fulfill requests received for services,
which are difficult to forecast. The Company may be
unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in revenues in
relation to the Company's planned expenditures could
have an immediate adverse effect on the Company's
business, prospects, financial condition and results of
operations. Further, as a strategic response to changes
in the competitive environment, the Company may from
time to time make certain pricing, service or marketing
decisions that could have a material adverse effect on
its business, prospects, financial condition and results
of operations. See "Business--Competition."
The Company expects to experience significant
fluctuations in its future quarterly operating results
due to a variety of factors, many of which are outside
the Company's control. Factors that may adversely affect
the Company's quarterly operating results include: (i)
the Company's ability to obtain and retain clients,
attract new clients at a steady rate, maintain client
satisfaction and establish consumer confidence in
conducting transactions on the Internet environment,
(ii) the Company's ability to manage processing
operations electronically, (iii) the announcement or
introduction of new Web sites, services and products by
the Company and its competitors, (iv) price competition
or higher service(s) prices, (v) the level of use and
consumer acceptance of the Internet and other online
services for the purchase of consumer products such as
those offered by the Company, (vi) the Company's ability
to upgrade and develop its systems and infrastructure
and attract new personnel in a timely and effective
manner, (vii) the level of traffic on the Company's Web
site, (viii) technical difficulties, systems downtime or
Internet brownouts, (ix) the amount and timing of
operating costs and capital expenditures relating to
expansion of the Company's business, operations and
infrastructure, (x) delays in revenue recognition at the
end of a fiscal period as a result of shipping or
logistical problems, (xi) governmental regulation, (xii)
economic conditions specific to the Internet and online
commerce, and (xiii) general economic conditions.
The Company expects that it will experience seasonality
in its business, reflecting a combination of seasonal
fluctuations in Internet usage and traditional
securities market patterns (Nasdaq, Amex, Dow, etc.).
Due to the foregoing factors, in one or more future
quarters, the Company's operating results may fall below
the expectations of securities analysts and investors.
In such event, the trading price of the Common Stock
would likely be materially adversely affected.
RELIANCE ON INTERNALLY DEVELOPED SYSTEMS; SYSTEM
DEVELOPMENT RISKS
A key element of the Company's strategy is to generate a
high volume of traffic on, and use of, its Web site.
Accordingly, the satisfactory performance, reliability
and availability of the Company's Web site, Transaction
processing systems and network infrastructure are
critical to the Company's reputation and its ability to
attract and retain clients, as well as maintain adequate
customer service levels. The Company's revenues depend
on the number of visitors who visit its Web site and the
volume of requests for services it fulfills. Any system
interruptions that result in the unavailability of the
Company's web site or reduced service fulfillment
performance would reduce the volume of processing
services sold and the attractiveness of the Company's
service offerings. The Company may experience periodic
system interruptions from time to time. Any substantial
increase in the volume of traffic on the Company's Web
site or the number of requests placed by clients will
require the Company to expand and upgrade further its
technology, transaction-processing systems and network
infrastructure. There can be no assurance that the
Company will be able to accurately project the rate or
timing of increases, if any, in the use of its Web site
or timely expand and upgrade its systems and
infrastructure to accommodate such increases.
Any substantial disruptions or delays in any of its
systems would have a material adverse effect on the
Company's business, prospects, financial condition and
results of operations.
RISK OF SYSTEM FAILURE; SINGLE SITE AND ORDER INTERFACE
The Company's success, in particular its ability to
successfully receive and fulfill client requests for
processing and filing services and provide high-quality
customer service, largely depends on the efficient and
uninterrupted operation of its computer and
communications hardware systems. Substantially all of
the Company's administrative computer hardware is
located at a single mortgaged facility in North
Brunswick, New Jersey, and the web service systems are
provided from outside sources. Although the Company has
redundant and back-up systems onsite and a disaster
recovery plan, the Company's systems and operations may
be vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, break-
ins, earthquake and similar events. The Company does not
carry business interruption insurance sufficient to
compensate fully for any or all losses from any or all
such occasions. Despite the implementation of network
security measures by the Company, its servers may be
vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to
interruptions, delays, loss of data or the inability to
accept and fulfill clients filing needs. The occurrence
of any of the foregoing risks could have a material
adverse effect on the Company's business, prospects,
financial condition and results of operations.
LIMITED SENIOR MANAGEMENT PERSONNEL; MANAGEMENT OF
POTENTIAL GROWTH; NEW MANAGEMENT TEAM
The Company will rapidly and significantly expanded its
operations, and anticipates that further significant
expansion will be required to address potential growth
in its customer base and market opportunities. This
expansion has placed, and is expected to continue to
place, a significant strain on the Company's management,
operations and financial resources. From May 24, 2001 to
present, the Company has not expanded by any workers or
board members, respectively. All of the Company's senior
management joined the Company within the first few weeks
of the Company's existence, and all officers have no
prior senior management experience at public companies.
The Company's new workers or board members include a
number of key managerial, technical and operations
personnel who have not yet been fully integrated into
the Company's operations and the Company expects to add
additional key personnel in the near future.
To manage the expected growth of its operations and
personnel, the Company will be required to improve
existing, and implement new, transaction-processing,
operational and financial systems, procedures and
controls, and to expand, train and manage its already
growing employee base. The Company may also be required
to expand its finance, administrative and operations
staff. Further, the Company's management will be
required to maintain and expand its relationships with
various manufacturers, distributors, freight companies,
other Web sites, other Internet Service Providers and
other third parties necessary to the Company's
operations.
There can be no assurance that the Company's current and
planned personnel, systems, procedures and controls will
be adequate to support the Company's future operations,
that management will be able to hire, train, retain,
motivate and manage required personnel or that the
Company's management will be able to successfully
identify, manage and exploit existing and potential
market opportunities. If the Company is unable to manage
growth effectively, its business, prospects, financial
condition and results and operations would be materially
adversely affected.
DEPENDENCE ON CONTINUED GROWTH OF ONLINE COMMERCE OR
ECOMMERCE
The Company's future revenues and any future profits are
substantially dependent upon the widespread acceptance
and use of the Internet and other online services as an
effective medium of commerce by consumers. Rapid growth
in the use of and interest in the Web, the Internet and
other online services is a recent phenomenon, and there
can be no assurance that acceptance and use will
continue to develop or that a sufficiently broad base of
consumers will adopt, and continue to use, the Internet
and other online services as a medium of commerce.
Demand and market acceptance for recently introduced
services and products over the Internet are subject to a
high level of uncertainty and there exist few proven
services and products. The Company relies, and will
continue to rely, on consumers who have historically
used traditional means of commerce to purchase
merchandise. For the Company to be successful, these
consumers must accept and utilize novel ways of
conducting business and exchanging information.
In addition, the Internet and other online services may
not be accepted as a viable commercial marketplace for a
number of reasons, including potentially inadequate
development of the necessary network infrastructure or
delayed development of enabling technologies and
performance improvements. To the extent that the
Internet and other online services continue to
experience significant growth in the number of users,
their frequency of use or an increase in their bandwidth
requirements, there can be no assurance that the
infrastructure for the Internet and other online
services will be able to support the demands placed upon
them. In addition, the Internet or other online services
could lose their viability due to delays in the
development or adoption of new standards and protocols
required to handle increased levels of Internet or other
online service activity, or due to increased
governmental regulation.
Changes in or insufficient availability of
telecommunications services to support the Internet or
other online services also could result in slower
response times and adversely affect usage of the
Internet and other online services generally and the
Company, in particular. If use of the Internet and other
online services does not continue to grow or grows more
slowly than expected, if the infrastructure for the
Internet and other online services does not effectively
support growth that may occur, or if the Internet and
other online services do not become a viable commercial
marketplace, the Company's business, prospects,
financial condition and results of operations would be
materially adversely affected.
DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL
PERSONNEL
The Company's performance is substantially dependent on
the continued services and on the performance of its
senior management and other key personnel, particularly
Albert C. Zeller, its President and Chief Executive
Officer. The company currently does not carry key man
life insurance on any of its employees or officers. The
loss of the services of any of its executive officers or
other key employees could have a material adverse effect
on the Company's business, prospects, financial
condition and results of operations. The Company's
future success depends on its ability to identify,
attract, hire, train, retain and motivate other highly
skilled technical, managerial, editorial, merchandising,
marketing and customer service personnel. Competition
for such personnel is intense, and there can be no
assurance that the Company will be able to successfully
attract, assimilate and retain sufficiently qualified
personnel. In particular, the Company may encounter
difficulties in attracting a sufficient number of
qualified software developers for its Web site and
transaction-processing systems, and there can be no
assurance that the Company will be able to retain and
attract such developers. The failure to retain and
attract the necessary technical, managerial, editorial,
merchandising, marketing and customer service personnel
could have a material adverse effect on the Company's
business, prospects, financial condition and results of
operations.
YEAR 2000
Many older computer systems and software products
currently in use are coded to accept only two digit
entries in the date code field. These date code fields
will need to accept four digit entries to distinguish
21st century dates from 20th century dates. As a result
computer systems and/or software used by many companies
may need to be upgraded to comply with such ''Year
2000'' requirements. Significant uncertainty exists in
the software industry concerning the potential effects
associated with such compliance.
The Company uses a significant number of computer
software programs and operating systems in its internal
operations, including applications used in order
processing, distribution, financial business systems and
various administrative functions. Although the Company
believes that its internal software applications contain
source code that is able to interpret appropriately the
upcoming calendar year 2000, failure by the Company to
make any required modifications to make such software
"Year 2000" compliant could result in systems
interruptions or failures that could have a material
adverse effect on the Company's business. The Company
does not anticipate that it will incur material expenses
to make its computer software programs and operating
systems "Year 2000" compliant. However, there can be no
assurance that unanticipated costs necessary to update
software, or potential systems interruptions, will not
exceed the Company's present expectations and have a
material adverse effect on the Company's business,
financial condition and results of operations. In
addition, failure by key service providers to the
Company, such as its fulfillment house and the Company's
Web hosting service provider, to make their respective
computer software programs and operating systems "Year
2000" compliant could have a material adverse effect on
the Company.
COMPETITION
Few companies offer similar services as most times
attorney's type and prepare these same documents in
addition to providing legal review of the same. These
firms may offer similar services for lesser fees,
thereby causing unstable or inconsistent capital gains.
DEPENDENCE ON OUTSIDE SERIVE PROVIDERS AND CONSULTANT
TEAMS; FUTURE DEVELOPMENT
There can be no assurance that the Company's current
agents and legal assistance team will continue to
support the Company indevors and business functions, or
that the Company will be able to establish new, or
extend current, relationships to insure proper customer
relations. If the Company were unable to develop and
maintain relationships with it current agents and legal
assistance team financial condition and results of
operations would be materially adversely affected.
LIMITED PROTECTION OF INTELLECTUAL PROPERTY AND
PROPRIETARY RIGHTS
The Company regards its "BlueSkyFiling.Com" brand name
and related technology as proprietary, and relies
primarily on a combination of copyright, trademark,
trade secret and confidential information laws as well
as employee and third-party non-disclosure agreements
and other methods to protect its proprietary rights.
There can be no assurance that these protections will be
adequate to protect against technologies that are
substantially equivalent or superior to the Company's
technologies. The Company does not currently hold any
Trademarks, and does not hold any patents or have any
patent applications pending for itself or its products
and has not obtained Federal registration for any of its
trademarks. The Company enters into non-disclosure and
invention assignment agreements with certain employees
and also enters into non-disclosure agreements with
certain consultants and subcontractors. However, there
can be no assurance that such measures will protect the
Company's proprietary technology, or that its
competitors will not develop software with features
based upon, or otherwise similar to, the Company's
software or that the Company will be able to prevent
competitors from developing similar software.
The Company believes that its products, trademarks and
other proprietary rights do not infringe on the
proprietary rights of third parties. The Company is a
recent entrant in the sales of services on the Internet,
and there can be no assurance that third parties will
not assert infringement claims against the Company in
the future with respect to current or future products,
trademarks or other Company works. Such assertion may
require the Company to enter into royalty arrangements
or result in costly litigation. The Company is also
dependent upon obtaining additional technology related
to its operations. To the extent new technological
developments are unavailable to the Company on terms
acceptable to it, or at all, the Company may be unable
to continue to implement its business and any such
inability would have a material adverse effect on the
Company's business, prospects, financial condition and
results of operations.
GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES
The Company is not currently subject to direct
regulation by any domestic or foreign governmental
agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable
to access to online commerce. However, due to the
increasing popularity and use of the Internet and other
online services, it is possible that a number of laws
and regulations may be adopted with respect to the
Internet or other online services covering issues such
as user privacy, pricing, content, copyrights,
distribution and characteristics and quality of products
and services. Furthermore, the growth and development of
the market for online commerce may prompt calls for more
stringent consumer protection laws that may impose
additional burdens on those companies conducting
business online. The adoption of any additional laws or
regulations may decrease the growth of the Internet or
other online services, which could, in turn, decrease
the demand for the Company's products and services and
increase the Company's cost of doing business, or
otherwise have a material adverse effect on the
Company's business, prospects, financial condition and
results of operations. Moreover, the applicability to
the Internet and other online services of existing laws
in various jurisdictions governing issues such as
property ownership, sales and other taxes, libel and
personal privacy is uncertain and may take years to
resolve. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions
whose laws do not currently apply to the Company's
business, or the application of existing laws and
regulations to the Internet and other online services
could have a material adverse effect on the Company's
business, prospects, financial condition and results of
operations. Permits or licenses may be required from
federal, state or local government authorities to
operate or to sell certain products on the Internet. No
assurances can be made that such permits or licenses
will be obtainable. The Company may be required to
comply with future national and/or international
legislation and statutes regarding conducting commerce
on the Internet in all or specific countries throughout
the world. No assurances can be made that the Company
will be able to comply with such legislation or
statutes.
SALES AND TAXES
The Company does not currently collect sales or other
similar taxes with respect to services or goods sold to
consumers and businesses in states other than New
Jersey. However, one or more states may seek to impose
sales tax collection obligations on out-of-state
companies such as the Company's that engage in online
commerce. In addition, any new operation in states
outside New Jersey could subject shipments into such
states to state sales taxes under current or future
laws. A successful assertion by one or more states or
any foreign country that the Company should collect
sales or other taxes on the sale of merchandise could
have a material adverse effect on the Company's
business, prospects, financial condition and results of
operations.
CONTROL OF COMPANY
Following this offering, the current officers and
directors of the Company and their affiliates will
beneficially own or have voting control over
approximately 50% of the outstanding shares of Common
Stock. Accordingly, these individuals will have the
ability to influence the election of the Company's Board
of Directors and effectively to control corporate
decisions. This concentration of ownership may also have
the effect of delaying, deterring or preventing a change
in control of the Company.
NEED FOR ADDITIONAL CAPITAL; ALLOCATION OF FUNDS
The Company believes, based on currently-proposed plans
and assumptions relating to its operations, that the net
proceeds from the minimum offering, together with
existing capital and anticipated funds from operations,
should be sufficient to sustain current operations and
finance planned expansion for at least six (6) months
after consummation of this offering.
However, in the event that the Company's plans change or
its assumptions and estimates change or prove to be
inaccurate, or only the minimum offering proceeds are
achieved, the Company could be required to seek
additional financing in order to sustain operations or
achieve planned expansion. There can be no assurance
that such additional funds will be available or that, if
available, such additional funds will be on terms
acceptable to the Company.
RISKS ASSOCIATED WITH A DIRECT PARTICIPATION OFFERING
The Company is conducting a direct participation
offering in which the company is distributing shares
directly to the public without an Underwriter. In a
direct participation offering, the company is not
relying upon outside underwriters to evaluate the merit
or to conduct a due diligence evaluation. Investors
should weigh the risks associated with a direct
participation offering rather than an underwritten
offering by a qualified Underwriter. Investors should
conduct their own research and due diligence in regards
to the risks and particulars regarding the company and
an investment therein.
ABSENCE OF PUBLIC MARKET; OFFERING PRICE; POSSIBLE
VOLATILITY OF STOCK PRICE
Prior to this Offering, there has been no public market
for the Common Stock, and there can be no assurances
that an active trading market will develop or be
sustained. The price of the Common Stock offered may
not reflect the market price of the Common Stock after
this Offering. If and when a public market develops for
the Common Stock and restrictions on sales of such stock
have expired, the trading price of the Common Stock
could be subject to wide fluctuations in response to
conditions in Internet stocks, regulatory trends or
general market or economic conditions. In addition, in
recent years the stock market has experienced extreme
price and volume fluctuations. These fluctuations have
had a substantial affect on the market prices for many
emerging growth companies, often unrelated to the
operating performance of the specific companies. Such
market fluctuations could have a material adverse affect
on the future market price for the Common Stock.
Officers and directors may purchase stock in the
offering, and such purchases may lead to less freely
tradeable stock outstanding.
PURCHASE OF SECURITIES BY OFFICERS AND DIRECTORS OF THE
COMPANY
Any or all of the Company's officers, directors and
principal shareholders may purchase any portion of the
securities offered hereby upon the same terms and
conditions as other investors in this Offering. There is
no limit on the number of shares that the Company's
officers, directors and principal shareholders may
purchase in the Offering. See "Plan of Distribution."
BROAD DISCRETION OF APPLICATION OF PROCEEDS OF OFFERING
AND USE OF FUNDS
A substantial portion of the proceeds from this offering
will be used for general working capital. Management
will have broad discretion as to the use of such
proceeds and management reserves the right to reallocate
all proceeds from this offering to working capital. See
"Use of Proceeds."
EXERCISE OF WARRANTS AND OPTIONS
To the extent that warrants, any options granted under
the Plan, or any other warrants or options are
exercised, the ownership interests of the Company's
shareholders may be diluted proportionately.
DIVIDEND POLICY
The Company has never declared or paid any dividend on
its Common Stock and anticipates that for the
foreseeable future, all earnings, if any, will be
retained for the operation and expansion of the
Company's business.
LIMITATIONS ON LIABILITY OF DIRECTORS
The Company's Articles of Incorporation, Bylaws and
Indemnification Agreements substantially limit the
liability of the Company's directors to the Company and
its shareholders for breach of fiduciary and other
duties to the Company. See " DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES"
RISK OF LOW-PRICE STOCKS
The Securities could become subject to Rule 15g-9 under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which imposes additional sales practice
requirements on broker-dealers which sell such
securities to persons other than established customers
and "accredited investors" (generally, individuals with
a net worth in excess of $1,000,000 or annual incomes
exceeding $200,000, or $300,000 together with their
spouses). For transactions covered by this rule, a
broker-dealer must make a special suitability
determination for the purchaser and have received the
purchaser's written consent to the transaction prior to
sale. Consequently, the rule may adversely affect the
ability of broker-dealers to sell the Company's
securities and may adversely affect the ability of
purchasers in the offering to sell any of the securities
acquired hereby in the secondary market.
Securities and Exchange Commission ("Commission")
regulations define a "penny stock" to be any non-NASDAQ
equity security that has a market price (as therein
defined) of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a
disclosure schedule prepared by the Commission relating
to the penny stock market. Disclosure is also required
to be made about commissions payable to both the broker-
dealer and the registered representative and current
quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent
price information for the penny stock held in the
account and information on the limited market in penny
stocks.
The foregoing required penny stock restrictions will not
apply to the Company's securities if such securities are
included on the NASDAQ Small-Cap Market and have certain
price and volume information provided on a current and
continuing basis or meet certain public float minimum
net tangible assets and revenue criteria. There can be
no assurance that the Company's securities will qualify
for exemption from these restrictions.
In any event, even if the Company's securities were
exempt from such restrictions, it would remain subject
to Section 15(b)(6) of the Exchange Act, which gives the
Commission the authority to prohibit any person that is
engaged in unlawful conduct while participating in a
distribution of a penny stock from associating with a
broker-dealer or participating in a distribution of a
penny stock, if the Commission finds that such a
restriction would be in the public interest. If the
Company's securities were subject to the rules on penny
stocks, the market liquidity for the Company's
securities could be severely adversely affected.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that
are based on our current expectations, assumptions,
estimates and projections about us and our industry.
When used in this prospectus, the words "expects,"
"anticipates," "estimates," "intends" and similar
expressions are intended to identify forward looking
statements. These statements include, but are not limited
to, statements under the captions "Risk Factors,"
"Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of
Operations," "Business" and elsewhere in this prospectus.
These forward-looking statements are subject to risks
and uncertainties that could cause actual results to
differ materially from those projected. The cautionary
statements made in this prospectus should be read as
being applicable to all related forward-looking
statements wherever they appear in this prospectus.
ITEM 4. USE OF PROCEEDS
The following table sets forth management's present estimate of the
allocation of net proceeds expected to be received from this offering.
Actual expenditures may vary from these estimates. Pending such uses, we
will invest the net proceeds in investment-grade, short-term, interest
bearing securities.
If Maximum
of 500,000
Units Sold
------------
Total Proceeds $ 50,000
Less:
Offering Expenses 19,000
Net Proceeds from 31,000
Offering Available
Use of Net Proceeds
Marketing 19,000
Website Improvement 2,000
Working Capital 10,000
Total Use of Net Proceeds $ 31,000
=========
ITEM 5. DETERMINATION OF OFFERING PRICE
As no underwriter has been retained to offer our securities, the
offering price of our shares was not determined by negotiation with an
underwriter as is customary in underwritten public offerings. Rather, we
arbitrarily selected the offering price. There is no relationship between
the offering price of the shares and our assets, earnings, book value, net
worth or other economic or recognized criteria or future value of our
shares.
ITEM 6. DILUTION
As of the date of this offering, we had 10,000 common shares issued
and outstanding and a net tangible book value of $0.00 or $.00
per share. Also outstanding is 10,000,000 shares held under a Warrant
which is exercisable at any time.
The proceeds from the sale of shares will vary depending on the total
number of shares sold.
If all 500,000 shares offered hereunder are sold, there would be a
total of 510,000 common shares issued and outstanding. If the maximum
500,000 shares are sold the net proceeds after deducting the offering
costs of $19,000 will be $31,000. Adding the net offering proceeds to
the net tangible book value, our total net tangible book value would be
$31,000. Dividing our net tangible book value by the number of shares
outstanding discloses a per share book value of approximately $.0607843.
Therefore, the shareholders who purchase in this offering will suffer an
immediate dilution in the book value of their shares of approximately $0.032
or approximately 61%, and our present shareholders will receive and
immediate book value increase of approximately $0.06 per share.
The following table illustrates the dilution which will be experienced by
investors in the offering:
Offering price per share before deduction of offering expense $ 0.10
Net tangible book value per share before the offering .00
Net tangible book value per share after the offering .0607843
Dilution to new investors per share .032157
Dilution to new investors as a percentage (Approx.) 61%
COMPARATIVE DATA
The following chart illustrates the pro forma proportionate ownership
in the Company, upon completion of the offering, assuming the maximum
number of units is sold, of present stockholders and of investors in the
offering, compared to the relative amounts paid and contributed to capital
of the Company by present stockholders and by investors in this offering,
assuming no changes in net tangible book value other than those resulting
from the offering.
Approximate Approximate
Percentage Percentage
Shares Total Shares Total Total Average
Owned Outstanding Consideration Consideration Price/share
New
Investors 500,000 98% $ 50,000 99.99% $0.10
Existing 10,000 2% $ 100 .01% $0.01
Shareholders
ITEM 7. SELLING SECURITY HOLDERS
None of our existing shareholders is selling securities pursuant to this
registration statement.
Item 8. PLAN OF DISTRIBUTION
The offering will not be sold through selling agents. This offering is a
direct participation offering. Our officers will sell the common shares on
a self-underwritten basis. Our officers will deliver prospectuses to these
individuals and to others who they believe might have interest in purchasing
all or a part of this offering. The prospectus will be delivered within 48
prior to sale of securities. The minimum amount of shares that can be purchased
is 100 shares ($10.00).
ITEM 9. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
There currently is 1 Director of the Company. All Directors term of office
expire per the Companies By-Laws, which states the directors may serve 1
year until the next annual meeting of shareholders.
Name Age Position
Albert C. Zeller, II 30 President, Director
Albert C. Zeller II, President, Board Member
Has been working at Better Benefits Inc. in New York since January 2000
as the IT Manager. He is the Incorporator of the company as well as the
lead design engineer for the company(s) web sites. He is the President and
sits on the Board of Directors at this time. He currently sits as President
and Director of Zeller Data Entry Inc. a data entry firm he started in October
2000. He is also President and a Board Member of HotBuyer.Com Inc., which was
incorporated in December 2000. His former Employer was Tactica International
Inc. from January 1999 till January 2000 where he worked as a Manager to ship
various items to nationwide retail store chains. Prior to that Mr. Zeller
worked at Berkely Varitronics from July 1998 till January 1999 in Metuchen
New Jersey as Inventory Manager. Mr. Zeller was unemployed between the dates
of January of 1996 till July 1998. Mr. Zeller also worked at Meccano Erector
Inc. in New York as Traffic Manager from July 1994 till January 1996 when the
company was acquired by Ertl Toy Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known by the Company to be the
direct or beneficial owner(s) of ten percent or more of the Company's Common
Stock, all directors individually and all directors and officers of the Company
as a group. Except as noted, each person has sole voting and investment power
with respect to the shares shown.
Name and Address Amount of Direct/Beneficial Percentage
of Beneficial Owner Ownership of Class
-------------------------------------------------------------------
Albert C. Zeller, II 10,000,000* 100%
819 Nassau Street
North Brunswick, NJ 08902
Albert C. Zeller, II 10,000 100%
819 Nassau Street
North Brunswick, NJ 08902
-------------------------------------------------------------------
Total 10,010,000* 100%
*10,000,000 Shares are Beneficiary owned under a stock warrant that has not
been exercised.
ITEM 12. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 1,000,000,000 shares
of common stock per a Certificate Of Incorporation filed May 24, 2001 with the
Department of Commerce in the State of New Jersey, with no par value (the
"Common Stock"). There are presently 10,000 (ten thousand) issued and
outstanding shares of the Common Stock. There are presently 10,000,000
(ten million) shares under a Stock Warrant that have not been exercised.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share on
all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends, if any,
as may be declared from time to time by the Board of Directors in its discretion
from funds legally available therefore.
Holders of the Common Stock do not have preemptive rights to purchase additional
shares of Common Stock or other subscription rights. The Common Stock carries
no conversion rights and is not subject to redemption or to any sinking fund
provisions. All shares of Common Stock are entitled to share equally in
dividends from sources legally available therefore when, as and if declared
by the Board of Directors and, upon liquidation or dissolution of the Company,
whether voluntary or involuntary, to share equally in the assets of the Company
available for distribution to stockholders. All outstanding shares of the
Common Stock are validly authorized and issued, fully paid and non-assessable,
and all shares to be sold and issued as contemplated hereby will be validly
authorized and issued, fully paid and non-assessable.
The Board of Directors is authorized to issue additional shares of Common
Stock, not to exceed the amount authorized by the Company's Certificate of
Incorporation or updated versions of the same, and to issue options and
warrants for the purchase of such shares, on terms and conditions and for
such consideration as the Board may deem appropriate without further
stockholder action. The above description concerning the Common Stock of
the Company does not purport to be complete. Reference is made to the
Company's Certificate of Incorporation and Bylaws, which are available for
inspection at the Company's principal executive offices, as well as to the
applicable statutes of the State of New Jersey for a more complete description
concerning the rights and liabilities of holders of the Common Stock.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The payment
of dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, for
use in its business operations and accordingly, the Board of Directors does
not anticipate declaring any dividends.
TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996 limited the authority
of states to impose restrictions upon sales of securities made pursuant to
Sections 4(1) and 4(3) of the Securities Act of companies which file reports
under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of this
registration statement, the Company will be required to, and will, file reports
under Section 13 of the Exchange Act. As a result, sales of the Company's
common stock in the secondary market by the holders thereof may then be made
pursuant to Section 4(1) of the Securities Act (sales other than by an issuer,
underwriter or broker) without qualification under state securities acts.
In order to qualify for listing on the Nasdaq SmallCap Market, a company must
have at least (i) net tangible assets of $4,000,000 or market capitalization
of $50,000,000 or net income for two of the last three years of $750,000;
(ii) public float of 1,000,000 shares with a market value of $5,000,000;
(iii) a bid price of $4.00; (iv) three market makers; (v) 300 shareholders
and (vi) an operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued listing on the NASDAQ
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.
If the Company does not meet the qualifications for listing on the NASDAQ
SmallCap Market, the Company may apply for quotation of its securities on
the OTC Bulletin Board. In certain cases the Company may elect to have its
securities initially quoted in the "pink sheets" published by the National
Quotation Bureau, Inc.
To have its securities quoted on the OTC Bulletin Board a company must:
(1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance regulators;
(2) has at least one market maker who completes and files a Form 211 with
NASD Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike the
NASDAQ Stock Market, companies cannot directly apply to be quoted on the
OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the NASDAQ Stock
Market or on a national securities exchange is eligible.
TRANSFER AGENT
It is anticipated that the Company will act as transfer agent for the common
stock of the Company.
ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named herein was or is a promoter, underwriter,
voting trustee, director, officer or employee of the Company. Further,
none of the experts was hired on a contingent basis and none of the experts
named herein will receive a direct or indirect interest in the Company.
ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "act") may be permitted to directors, officers
and controlling persons for the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that any claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of
the small business issuer in the defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 15. ORGANIZATION WITHIN LAST FIVE YEARS
We are a start-up company and have a limited operating history. We Incorporated
on May 24, 2001. Our online shopping site at http://www.blueskyfiling.com
became operational for business in May 2001 and has had approximately 10 visits
per week from Internet users. We plan a full scale marketing campaign once
proceeds from this offering are made available to the company.
ITEM 16. DESCRIPTION OF BUSINESS.
BLUESKY FILING CORPORATION is an online consulting and service company that
will provide for a fee, preparation of offering and filing documents relating
but not limited to offers to be filed with the Securities Exchange Commission
and the applicable paperwork to be filed with any state agencies as may be
required. Leads for these jobs will be obtained from the Companies website at
http://www.blueskyfiling.com and other advertising resources as the Company
deems necessary. The site would allow clients to submit their paperwork to us
electronically via email and submission forms.
ITEM 17. MANAGMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company believes this new, online electronic technology is an advantageous
medium for providing services worldwide. The Companies site became operational
for online document submission on May 24, 2001. This emerging online economy
has several advantages which clients will be highly motivated to take advantage
of convenience, value, quick transactions. Therefore, with the right companies
helming the economic flow of cyberspace and the securities industry, this can
make it a win-win scenario for parties involved in both sides of the
transactions.
ITEM 18. DESCRIPTION OF PROPERTY.
Facilities
The Company's office consists of 1300 square feet of mortgaged residential
space in suburban North Brunswick, which is owned by Mr. Albert C. Zeller, II
and Tracey S. Zeller and not the Company. The company anticipates it will need
to lease additional rental property within 3 months after this offering has
commenced provided at least 1/3 rd of the maximum offering amount is reached.
The Company owns a network of Intel-based computer servers, database servers
and accounting servers that is running Windows NT or Windows 95/98 operating
systems. A web server which hosts our online site blueskyfiling.com is running
a Linux operating system that handles the day to day online commerce is being
hosted yearly from Hypermart.Net in California for $25 per quarter year.
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has issued a total of 10,000 shares of Common Stock to the
following person(s) for a total of $100.00.
Name No. of Shares Consideration
Albert C. Zeller, II 10,000 $100.00
ITEM 20. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET PRICE. There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. There is no assurance
that a trading market will ever develop or, if such a market does develop,
that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in
penny stocks and
(ii) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny stock
to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must
(i) obtain financial information and investment experience and objectives
of the person; and
(ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form,
(i) sets forth the basis on which the broker or dealer made the suitability
determination and
(ii) that the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary
trading, and about commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market
in penny stocks.
(B) HOLDERS. There is one holder of the Company's Common Stock. The issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933 and Rule 506 promulgated there under.
(C) DIVIDENDS. The Company has not paid any dividends to date, and has no plans
to do so in the immediate future.
Item 21. EXECUTIVE COMPENSATION.
The Company's officers and directors do not receive any compensation for there
services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation at this time. If and when the
Company Directors decide upon such an amount or retribution it will be
announced to all shareholders. No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted
by the Company for the benefit of its employees or directors at this time.
ITEM 22. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
BlueSky Filing Corporation
We have audited the accompanying balance sheet of BlueSky Filing
Corporation (A Development Stage Company) as of May 31, 2001, and
the related statements of income, stockholders' equity, and cash
flows for the month then ended, and for the period May 25, 2001
(inception) through May 31, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on my
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of BlueSky
Filing Corporation at May 31, 2001, and the results of operations
and cash flows for month then ended, and for the period May 25, 2001
(inception) through May 31, 2001, in conformity with generally
accepted accounting principles.
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
June 20, 2001
BlueSky Filing Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
as of May 31, 2001
-------------------
ASSETS:
---------
CURRENT ASSETS $ 0
---------
TOTAL CURRENT ASSETS 0
---------
OTHER ASSETS 0
---------
TOTAL ASSETS $ 0
=========
LIABILITIES and STOCKHOLDERS' EQUITY:
--------------------------------------
CURRENT LIABILITIES $ 0
TOTAL LIABILITIES 0
---------
STOCKHOLDERS' EQUITY:
----------------------
Common stock, no par value;
1,000,000,000 shares authorized;
10,000 shares issued and
outstanding 100
Additional paid-in capital 0
Accumulated deficit during
development stage (100)
---------
TOTAL STOCKHOLDERS' EQUITY 0
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
=========
The accompanying notes are an integral part of financial statements.
-1-
BlueSky Filing Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
May 25, 2001 (inception) to May 31, 2001
-----------------------------------------
INCOME $ 0
Operating Expenses
Organization expense (100)
-----------
TOTAL EXPENSES (100)
-----------
PROVISION FOR INCOME TAXES 0
-----------
NET LOSS (100)
-----------
RETAINED EARNINGS, at beginning 0
-----------
DEFICIT, at end $ (100)
===========
NET LOSS PER COMMON SHARE $ (.01)
===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,000
===========
The accompanying notes are an integral part of financial statements.
-2-
BlueSky Filing Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
May 25, 2001 (inception) to May 31, 2001
-----------------------------------------
Common Stock
------------------------- Additional Total
Numbers of paid-in Stockholders'
Shares Amount capital Deficit Equity
------------ ----------- ----------- --------- -------------
May 25, 2001 10,000 $ 100 $ 0 $ 0 $ 100
issued for services
Net loss (100) (100)
------------ ----------- ----------- --------- -------------
Balance, May 31, 2001 10,000 $ 100 $ 0 $ (100) $ 0
============ =========== =========== ========= =============
The accompanying notes are an integral part of financial statements.
-3-
BlueSky Filing Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
May 25, 2001 (inception) to May 31, 2001
-----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net loss $ (100)
Adjustment to reconcile net loss to net cash provided by operational
activities issue of common stock for services 100
------------
NET CASH USED IN OPERATING EXPENSES 0
------------
CASH FLOWS FROM INVESTING ACTIVITIES 0
------------
CASH FLOWS FROM FINANCING ACTIVITIES 0
------------
NET INCREASE (DECREASE) $ 0
------------
CASH, BEGINNING OF PERIOD 0
------------
CASH, END OF PERIOD $ 0
============
-4-
BlueSky Filing Corporation
(A Development Stage Company)
Notes to Financial Statements
May 31, 2001
NOTE 1 NATURE OF BUSINESS
BlueSky Filing Corporation (the Company) was incorporated
under the laws of the state of New Jersey on May 25, 2001.
It was organized for the purpose of engaging in the business of
consulting companies on how to prepare State and Federal
Securites notice filings. The Company has been in the development
stage since its formation and is in accordance with Statement of
Financial Accounting Standards No. 7 (SFAS #7). Planned
principal operations have not yet commenced.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
A. Basis The Company uses the accrual method of accounting.
B. Cash and cash equivalents The Company considers all short
term, highly liquid investments that are readily convertible
within three months to known amounts as cash equivalents.
Currently, it has no cash equivalents.
C. Common Stock
The Company is authorized to issue 1,000,000,000 shares of common
stock at no par value. On May 25, 2001, the Company issued
10,000 shares of its common stock to Mr. Albert C. Zeller, II the
Company President for an aggregate of $100 in services.
D. Warrants and Options
There is currently one (1) warrant outstanding to issue additional
shares of common stock to Mr. Albert C. Zeller, II the Company
President for 10,000,000 shares.
E. Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 Earnings Per Share.
Basic loss per share reflects the amount of losses for the period
available to each share of common stock outstanding during the
reporting period, while giving effect to all dilutive potential
common shares that were outstanding during the period, such as
stock options and convertible securities. As of May 31, 2001,
the Company had no issuable shares qualifed as dilutive to
be included in the earnings per share calculations.
-5-
BlueSky Filing Corporation
(A Development Stage Company)
Notes to Financial Statements
May 31, 2001
F. Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statement and accompanying notes.
Actual results could differ from those estimates.
G. Income Taxes - The Company accounts for income taxes under the
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes," ("SFAS 109"). Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred
income tax expense or benefits due to the fact that the Company did
not have any material operations for the period from May 25, 2001
(inception) through May 31, 2001.
H. Year End - The Company as adopted December 31st as its fiscal
year-end.
NOTE 3 RELATED PARTY TRANSACTIONS
Advances from officer represents those expenses incurred by the
Company and paid for by an officer who is also a stockholder of
the Company. The amount due is non-interest bearing and is payable
upon demand.
-6-
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of its accountants.
PART II INFORMATION NOT REQUIRED TO BE IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that the liability of the
directors for monetary damages shall be limited to the fullest extent
permissible under New Jersey law.
As permitted by the Bylaws, the Company provides that the directors of the
Company shall not be personally liable to the Company or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law, (iii) prohibits
the unlawful payment of dividends or the unlawful repurchase or redemption
of stock, or (iv) for any transaction from which the director derives an
improper personal benefit.
This provision is intended to afford directors protection against, and to limit
their potential liability for monetary damages resulting from, suits alleging
a breach of the duty of care by a director. As a consequence of this provision,
stockholders of the Company will be unable to recover monetary damages against
directors for actions taken by them that may constitute negligence or gross
negligence in the performance of their duties unless such conduct falls within
one of the foregoing exceptions.
The provision, however, does not alter the applicable standards governing a
director's fiduciary duty and does not eliminate or limit the right of the
Company or any stockholder to obtain an injunction or any other type of non
monetary relief in the event of a breach of fiduciary duty. The Company
believes this provision will assist it in securing and retaining qualified
persons to serve as directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company acknowledges that, in the opinion of
the Securities and Exchange Commission, Washington, D.C. 20549, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by an officer, director or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such officer, director or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its legal counsel
the matter has been settled by controlling precedent, submit to a court of
competent jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses we
will pay in connection with the offering described in this registration
statement.
Amount
---------------
SEC registration fee $ 13.35
Blue sky fees and expenses $4,559.00
Printing and shipping expenses $3,806.45
Legal fees and expenses $6,145.20
Accounting fees and expenses $2,327.00
Transfer and Miscellaneous expenses $2,149.00
Total $19,000.00
* All expenses except SEC registration fee are estimated.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
There have been no other transactions, nor are any transactions proposed,
in which the Company was or is to be a party, in which any member of its
management or director had any direct or indirect material interest.
As noted above, in connection with organizing and maintaining the Company
business, on May 24, 2001, Albert C. Zeller II, the Company's President,
having performed certain services, subject to certain liabilities, for the
Company, and having paid $100.00 received in exchange 10,000 Class A Common
Stock Shares of the Company and a Warrant to receive 10,000,000 Class A Common
Stock Shares. The Company relied upon Section 4(2) of the Securities Act of
1933, as amended and Rule 506 promulgated thereunder. The Stock and Share
Warrants issued are considered Rule 144 Restricted Stock and cannot be sold
or transferred without meeting certain Securities Exchange Commission time
and filing requirments as well as any local and state filing laws.
ITEM 27. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation (Typed Copy)
3.2 By-Laws (Typed Copy)
4.1 Specimen Stock Certificate (Typed Copy)
4.2 Warrant Agreement(s) (Typed Copy)
99.1 Share Purchase Agreement
ITEM 28. UNDERTAKINGS.
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registration hereby undertakes to
file with the Securities and Exchange Commission such supplementary and
periodic information, documents, and reports as may be prescribed by any
rule or regulation of the Commission heretofore or hereafter duly adopted
pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to its Articles of
Incorporation or provisions of the New Jersey Business Corporations Act, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question, whether or not
such indemnification by us is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
We hereby undertake to:
(1) File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and nay
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 Registration Statement to be signed on its
behalf by the undersigned, on July 20, 2001.
BLUESKY FILING CORPORATION
_____________________________
Registrant
/s/ Albert C. Zeller, II
____________________________________
Signature Albert C. Zeller, II - President
Exhibit 3.1
Certificate Of Incorporation as Filed on 5/24/2001 in the State of New Jersey.
Item 1) Business Name: BLUESKY FILING CORPORATION
Item 2) Alternate Business Name: Blank
Item 3) Type of Business Entity: DP
Item 4) Business Purpose: Consulting Services (All Types)
Item 5) Stock (Total Shares): 1,000,000,000 Common
Item 6) Duration: Blank
Item 7) State of Formation/Incorporation (Foreign Entities Only): Blank
Item 8) Date of Formation/Incorporation (Foreign Entities Only): Blank
Item 9) Contact Information
Registered Office:
Registered Agent Name: Albert C. Zeller II
Registered Office: 819 Nassau Street, No. Brunswick, NJ 08902
Main Business or Principal Business Address (if different than the Registered
Office): Blank
Item 10) Management
Albert C. Zeller II, 819 Nassau Street, No. Brunswick, NJ 08902
Item 11) Incorporators
Albert C. Zeller II, 819 Nassau Street, No. Brunswick, NJ 08902
Item 12) Signature for Public Record
/s/ Albert C. Zeller II
Albert C. Zeller II
President 05/24/2001
Note: Assigned NJ Corporate Records File Number: 0400001493
Exhibit 3.2
BY-LAWS OF BLUESKY FILING CORPORATION
ARTICLE I - NAME, PURPOSE, OFFICES
Section 1: The name of the organization shall be BLUESKY FILING
CORPORATION.
Section 2: This Corporation is formed in accordance with NJS 14A:1-1
New Jersey Corporation Act on May 24, 2001.
Section 3: This Corporation is formed for the purpose of selling
services related but not limited to the following: Consulting on Filing
of Registration Statements pertaining to Securities Registrations.
Section 4: This Corporation has filed a Certificate of Incorporation in
accordance with NJS 14A:2(7).
Section 5: Offices. The principal location of the corporation shall be
located at: 819 Nassau Street, North Brunswick, New Jersey 08902
ARTICLE II - GENERAL POWERS
Section 1: This Corporation shall have general powers as provided per
NJS 14A:3-1
Section 2: Corporation may elect corporate seal changes at any time per
NJS 14A:3-1(c)
Section 3: Make modification to BYLAWS per NJS 14A:3-1(k)
Section 4: Corporation Board of Directors may Loan money or property
per NJS 14A:6-1 to Officers and or Employees at any time.
Section 5: Corporation Board of Directors may Borrow or obtain funds
per NJS 14A:3-1(g)(h)
Section 6: Corporation may use any other rights as defined under NJS
14A:3-2 that were not previously listed on Certificate of
Incorporation.
ARTICEL III - SHARES (ALL RELATED ISSUES)
Section 1: Issuance
a) Per NJS 14A:7-1(2) Corporation may issue more of any class of
shares provided amended Certificate of Incorporation has been
amended to include such changes
b) Shall not issue any shares when the Corporations Liabilities
exceed Assets per NJS 14A:7-14
Section 2: Distribution
a) Shall meet certificate requirements of NJS 14A:7-11
b) Shall be issued with a Stock Subscription Form per NJS 14A:7-3
c) Shall be issued at any time, anywhere in accordance with NJS
14A:7-3(5b)
d) Shall as applicable have a Par Value issued per NJS 14A:7-8(1)
Section 3: Liability
a) No shareholders are liable for any law as stated under NJS 14A:5-30
Section 4: Transference
a) Corporation may impose restrictions per NJS 14A:7-12
Section 5: Dividends
a) Dividends (when decided by the Board of Directors to be paid) will
be Monthly via Corporate Check in accordance with NJS 14A:7-15
ARTICLE IV - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall
be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the
Chair, or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting
member, by mail, not less than ten days before the meeting in
accordance with NJS 14A:5-4.
ARTICLE V - BOARD OF DIRECTORS
Section 1: Board Role, Size. The Board is responsible for overall
policy and direction of the Council, and delegates responsibility for
day-to-day operations to the Council Director and committees. The Board
shall have up to 4 and no less than 1 member.
Section 2: Liability. The liability of the Board of Directors is
limited to the laws of NJS 14A:2-7(3).
Section 3: Meetings. The Board shall meet at least once per month, at
an agreed upon time and place per NJS 14A:2-8.
Section 4: Board Elections. Each Director shall hold office until the
next annual meeting of shareholders, and until the Directors successor
have been elected.
Section 5: Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at the meeting of shareholders. If less than a
majority of the outstanding shares are represented at the meeting, a
majority of the shares so represented may adjourn the meeting from time
to time without notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 6: Proxies. At all meeting of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the
shareholders duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the corporation before or at the time of
the meeting. No proxy shall be valid after eleven months from its date
of execution, unless otherwise provided in the proxy.
Section 7: Voting of Shares. Subject to the provisions of Section 8,
each outstanding share entitled to vote upon each matter submitted to a
vote at the meeting of shareholders.
Section 8: Non-Cumulative Voting. Every shareholder shall be entitled
to vote at each election of directors equivalent to one vote per share
owned.
Section 9: Notice. An official Board meeting requires that each Board
member have written notice 5 days in advance per NJS 14A:2-8.
Section 10. Officers and Duties. Shall be elected in accordance with
NJS 14A:3-1(j) as applicable. There shall be up to five officers of the
Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their
duties are as follows (when applicable):
The Chair shall convene regularly scheduled Board meetings, shall
preside or arrange for other members of the executive committee to
preside at each meeting in the following order: Vice-Chair, Secretary
and Treasurer.
The Vice-Chair will chair committees on special subjects as designated
by the board.
The Secretary shall be responsible for keeping records of Board
actions, including overseeing the taking of minutes at all board
meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each Board member, and assuring that
corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer
shall chair the finance committee, assist in the preparation of the
budget, help develop fundraising plans, and make financial information
available to Board members and the public.
Section 11: Vacancies. When a vacancy on the Board exists, nominations
for new members must be received from current Board members by the
Secretary two weeks in advance of a Board meeting. These nominations
shall be sent out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting.
Section 12: Resignation, Termination and Absences. Resignation from the
Board must be in writing and received by the Secretary in accordance
with NJS 14A:6-3(2). A Board member shall be dropped for excess
absences from the Board if s/he has six unexcused absences from Board
meetings in a year. A Board member may be removed for other reasons (in
accordance with NJS 14A:6-6) by a three-fourths vote of the remaining
directors.
Section 13: Special Meetings. Special meetings of the Board shall be
called upon the request of the Chair or two-third of the Board. Notices
of special meetings shall be sent out by the Secretary to each Board
member postmarked two weeks in advance.
ARTICLE VI - COMMITTEES
Section 1: The Board may create committees as needed, such as
fundraising, housing, etc. The Board Chair appoints all committee
chairs.
Section 2: The five officers serve as the members of the Executive
Committee per NJS 14A:6-9. Except for the power to amend the Articles
of Incorporation and Bylaws, the Executive Committee shall have all of
the powers and authority of the Board of Directors in the intervals
between meetings of the Board of Directors, subject to the direction
and control of the Board of Directors.
Section 3: Removal from office. A Corporate Officer may be removed from
office in accordance with NJS 14A:6-16.
Section 4: Finance Committee. The Treasurer is chair of the Finance
Committee, which includes three other Board members. The Finance
Committee is responsible for developing and reviewing fiscal
procedures, a fundraising plan, and annual budget with staff and other
Board members. The Board must approve the budget, and all expenditures
must be within the budget. Any major change in the budget must be
approved by the Board or the Executive Committee. The fiscal year shall
be the calendar year. Annual reports are required to be submitted to
the Board showing income, expenditures and pending income. The
financial records of the organization are public information and shall
be made available to the membership, Board members and the public.
ARTICLE VII - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds
majority of the Board of Directors. Proposed amendments must be
submitted to the Secretary to be sent out with regular Board
announcements.
Section 2: The Corporations Certificate of Incorporation may be amended
at any time per NJS 14A:9-1 - 14A:9-5,
These Bylaws were approved at a meeting of the Board of Directors of
BLUESKY FILING CORPORATION on May 25, 2001.
/s/Albert C. Zeller, II 05/25/2001
President Date
EXHIBIT 4.1 Stock Certificate Sample
FRONT OF CERTIFICATE
Incorporated under the Laws of New Jersey
_______________ ____________
Number Shares
BlueSky Filing Corporation
Authorized to Issue Common Stock, 1,000,000,000 Shares
No Par Value Per Share
This Certifies that _________________________________ is the
registered holder of ________________________________Shares
transferable only on the books of the Corporation by the holder hereof
in person or by Attorney upon surrender of this Certificate properly
endorsed.
In witness whereof, said Corporation had caused this Certificate to be
signed By its duly authorized officers and its Corporate Seal to be
hereunto affixed
This ______ day of _____________ A.D. ___________
(SEAL) _______________________
President
BACK OF CERTIFICATE
For Value Received, ___________hereby sell, assign and transfer
Unto ____________________________________________
_______________________________________________ Shares
represented by the within Certificate, and do hereby
irrevocable constitute and appoint
__________________________________________Attorney
to transfer the aid Shares on the books of the within named
corporation with full power of substitution in the premises.
Dated __________________
In presence of ______________________________
_____________________________________________
EXHIBIT 4.2 WARRANT AGREEMENT(S)
BlueSky Filing Corporation
(Organized under the laws of the State of New Jersey)
Warrant for the Purchase of 10,000,000 Units/Shares
FOR VALUE RECEIVED, BlueSky Filing Corporation., a New Jersey
Corporation (the "Company"), hereby verifies that
-----------------Albert C. Zeller, II---------------
(the "Holder") is entitled, subject to the provisions of this warrant
(the "Warrant"), to purchase from the Company, at any time, or from
time to time during the period commencing at 7:00 p.m. New York City
local time on May 25, 2001 (the "Base Date"), and expiring upon 5 years
after the Company has been listed upon/on a nationally recognized
"Stock Exchange" (Amex, Nasdaq, Etc.) (the "Termination Date") up to
TEN MILLION UNITS/SHARES of the Company Stock at a price of $0.00 per
Unit (such exercise price per unit being hereinafter referred to as the
"Exercise Price").
The term "Unit" means the Units of the Company as constituted on
the Base Date, together with any other equity securities that may be
issued by the Company. In addition thereto or in substitution therefor.
The number of Units to be received upon the exercise of this Warrant
may be adjusted from time to time as hereinafter set forth. The Units
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Units."
Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and
(in the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant,
if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.
The Holder agrees with the Company that this Warrant is issued,
and all the rights hereunder shall be held, subject to all of the
conditions, limitations and provisions set forth herein.
1. Exercise of Warrant. This Warrant may be exercised in whole or
in part at any time, or from time to time, during the period commencing
at 7:00 p.m. New York City local time, on the Base Date and expiring at
5:00 p.m., New York City local time, on the Termination Date or if such
day is a day on which banking institutions in the City of New York are
authorized by law to close, then on the next succeeding day that shall
not be such a day, by presentation and surrender hereof to the Company
at its principal office with the Warrant Exercise Form attached hereto
duly executed and accompanied by payment (either in cash or by
certified or official bank check, payable to the order of the Company),
of the Exercise Price for the number of Units specified in such Form
and instruments of transfer, if appropriate, duly executed by the
Holder or his or her duly authorized attorney. If this Warrant should
be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of
the Units purchasable hereunder. Upon receipt by the Company of this
Warrant, together with the Exercise Price, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the Units
issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or that certificates representing such
Units shall not then be actually delivered to the Holder. The Company
shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of Units on exercise
of this Warrant.
2. Reservation of Units. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all Units or other
equity securities of the Company (and other securities and property)
from time to time receivable upon exercise of this Warrant. All such
Units (and other securities and property) shall be duly authorized and,
when issued upon such exercise, shall be validly issued, fully paid and
nonassessable and free of all preemptive rights.
3. Restrictions Upon Transferability of Warrant and Warrant
Stock; Transfer to Comply with the Securities Act of 1933 and the
Subscription Agreement. Neither this Warrant nor the Warrant Units
issuable upon exercise of this Warrant have been registered
under the Securities Act of 1933, as amended (the "Act"). Holders
hereof and thereof shall be subject to such restrictions upon the sale
or other disposition thereof, all as more fully set forth in or
referred to in the Subscription Agreement of even date herewith between
the Company and the Holder (the "Subscription Agreement"). The
Subscription Agreement are incorporated by reference as an integral
part of this Warrant.
4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant
cannot be exchanged, transferred or assigned otherwise than in
accordance with the provisions of the Subscription Agreement. If the
provisions of the Subscription Agreement are complied with, upon
surrender of this Warrant to the Company with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer
tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the heir, devisee or assignee named in such
instrument of assignment and this Warrant shall promptly be cancelled.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a Unitholder of the Company, either at law or
in equity, and the rights of the Holder are limited to those expressed
in this Warrant.
6. Redemption. This Warrant is not redeemable by the Company.
7. Adjustment of Number and Kind of Securities Purchasable upon
Exercise of Warrant.
(a) Definitions. As used in this Agreement, the following terms
have the following respective meanings:
(i) "Convertible Securities" means any evidence of
indebtedness, units or other securities directly or indirectly
convertible into or exchangeable for Units.
(ii) "Issue" means to grant, issue, sell assume, or fix a
record date for determining persons entitled to receive, any security
(including Options), whichever of the foregoing is the first to occur.
(b) Unit Distributions. In case at any time the Company shall
declare a dividend or make any other distribution upon any Units of the
Company which is payable in Units or Convertible Securities, any Units
or Convertible Securities, as the case may be, issuable in payment of
such dividend or distribution shall be deemed to have been issued or
sold without consideration.
(c) Subdivision or Combination of Units. In case the Company
shall at any time subdivide the outstanding Units into a greater number
of Units, the number of Units issuable upon exercise of this Warrant
immediately prior to such subdivision shall be proportionately
increased, and conversely, in case the outstanding Units shall be
combined at any time into a smaller number of Units, the number of
Units issuable upon exercise of this Warrant immediately prior to such
combination shall be proportionately reduced.
(d) Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Company (i) consolidates with or
merges into any other entity and is not the continuing or surviving
entity of such consolidation or merger, or (ii) permits any other
entity to consolidate with or merge into the Company and the Company is
the continuing or surviving Company but, in connection with such
consolidation or merger, the Units are changed into or exchanged for
units or other securities of any other entity or cash or any other
assets, or (iii) transfers all or substantially all of its properties
and assets to any other entity, or (iv) effects a reorganization or
reclassification of the equity of the Company in such a way that
holders of Units shall be entitled to receive stock, securities, cash
or assets with respect to or in exchange for Units, then, and in each
such case, proper provision shall be made so that, upon the exercise of
this Warrant at any time after the consummation of such consolidation,
merger, transfer, reorganization or reclassification, each Holder shall
be entitled to receive (at the aggregate Exercise Price in effect for
Units issuable upon such exercise of this Warrant immediately prior to
such consummation). In lieu of Units issuable upon such exercise of
this Warrant prior to such consummation, the stock and other
securities, cash and assets to which such Holder would have been
entitled upon such consummation if such Holder had so exercised this
Warrant immediately prior thereto (subject to adjustments subsequent to
such action as nearly equivalent as possible to the adjustments
provided for in this Section 7).
(e) Notice of Adjustments. Whenever the number of Units issuable
upon the exercise of this Warrant is adjusted, as provided in this
Section 7, the Company shall prepare and mail to each Holder a
certificate setting forth (i) the number of Units issuable upon the
exercise of this Warrant after such adjustment, (ii) a brief statement
of the facts requiring such adjustment and (iii) the computation by
which such adjustment was made.
(f) No Change of Warrant Necessary. Irrespective of any
adjustment in the number or kind of securities issuable upon exercise
of this Warrant, unless the Holder of this Warrant otherwise requests,
this Warrant may continue to express the same price and number and kind
of Units as are stated in this Warrant as initially Issued.
(g) Certain Adjustment Rules.
(i) The provisions of this Section 7 shall similarly apply to
successive transactions.
(ii) If the Company shall declare any distribution referred
to in Section 7(b) and shall legally abandon such distribution prior to
payment, then no adjustment shall be made pursuant to this Section 7 in
respect of such declaration.
8. Leased. Upon exercise of this Warrant and the issuance of any of
the Warrant Units hereunder, all certificates representing Units shall
bear on the face thereof substantially the legend set forth herein.
9. Applicable Law. This Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of
the State of New Jersey.
10. Notice. Notices and other communications to be given hereunder
shall be given in accordance with the Subscription Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
on its behalf, by its duly authorized officer.
BLUESKY FILING CORPORATION
By: /s/ Albert C. Zeller, II
--------------------
Albert C. Zeller, II
President
EXHIBIT 99.1
Share Purchase Agreement
The undersigned, _________________________________ the "Subscriber"
hereby subscribes for the purchase of _________ (number of shares) of
the Common Stock of BLUESKY FILING CORPORATION, a New Jersey Corporation,
in consideration in the sum of $ _______________ and submits a total
subscription price with this subscription agreement (minimum, 100 [one
hundred] shares, at $0.10 per share [$10.00]).
To be Paid With (US Funds Only.): (check one)
____Check ____Money Order (You may fax check and agreement to number
on bottom of this form.)
Subscribed to as: (check one): ____Individual, ___ Corporation, ____Trust,
___Minor, with Adult Custodian under Uniform Gift to Minors Act, ___ Tenants
in Common, ____Joint Tenants with Rights of Survivorship, ____Existing
Partnership
RESIDENCY: I am a bona-fide resident of the State of _____________________.
For the person (s) who will be the registered shareholder(s):
Full Legal Name: _____________________________________________________________
Social Security or Taxpayer ID Number: _______________D.O.B. _____/______/_____
Telephone Number: Business ( ____ ) ___________ Home ( ____ ) ________________
(Mailing Address) ____________________________________________________________
City, State & Zip Code: ______________________________________________________
(Physical Address) ___________________________________________________________
City, State & Zip Code: ______________________________________________________
Minors Name (if applicable): _________________________________________________
NO SHARE PURCHASE AGREEMENT IS EFFECTIVE UNTIL ACCEPTANCE
I have read and understand the Offering Circular by which the shares are
offered. I represent that I am purchasing for investment purposes only and
understand there may be risks involved. If and when accepted by BLUESKY
FILING CORPORATION, (the "Company"), this Subscription Agreement shall
constitute a subscription for shares of Common Stock, with no par value,
of the Company. An accepted copy of this Agreement will be returned to you
as your receipt, and a stock certificate will be mailed to you shortly
thereafter.
Signature: _____________________________________________ Date ________________
Subscription is hereby accepted and approved by BLUESKY FILING CORPORATION:
Accepted By: ___________________________________________ Date ________________
Corporate Officer
Bluesky Filing Corporation, 819 Nassau Street, North Brunswick, New Jersey
08902(732) 249-0315 Phone - (707) 222-7734 Fax