U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____to _____

Commission File Number

000-52548

BLUESKY SYSTEMS HOLDINGS, ~~CORP~~INC.

(FKA BLUESKY SYSTEMS CORP.)

(Exact name of small business issuer as specified in its charter)

Pennsylvania	05-6141009
Nevada	05-6141009
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

~~191~~1801 Century ~~Chestnut~~Park ~~Street~~East, ~~Springfield~~Suite 1500, ~~MA. 01103~~Los Angeles, California 90067

(Address of principal executive offices)

(~~413~~310) ~~734~~ 277-~~3116~~4200

(Issuer's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨£ Non-accelerated filer ¨£ (Do not check if a smaller reporting company) Accelerated filer ¨£ Smaller reporting company þS

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ]

Number of shares of common stock outstanding as of ~~August~~November 1217, 2011: 2539,~~548~~535,~~933~~005

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

(1)

Table of Contents

INDEX TO FORM 10-Q

PART I		Page No.
Item 1	Consolidated Financial Statements	3
Item 1.	Consolidated Financial Statements	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1216
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1927
Item 4	Controls and Procedures	2028
Item 4T	Controls and Procedures	2028
PART II
Item 1	Legal Proceedings	2129
Item 1A	Risk Factors	2129
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2129
Item 3	Defaults Upon Senior Securities	2129
Item 4	Submission of Matters to a Vote of Security Holders	2129
Item 5	Other Information	2129
Item 6	Exhibits	2129
	Signatures

~~ITEM 1. FINANCIAL STATEMENTS~~(2)

~~INDEX~~Table ~~TO BLUESKY~~of ~~SYSTEMS CORP. CONSOLIDATED FINANCIAL STATEMENTS~~Contents

BLUESKY SYSTEMS CORPORATION	PAGE
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statement of Cash Flows	5
Consolidated Statement of Stockholders’ Deficit	6
Notes to Consolidated Financial Statements	7

ITEM 1. FINANCIAL STATEMENTS

INDEX TO BLUESKY SYSTEMS HOLDINGS, INC. (2FKA BLUESKY SYSTEMS CORP.) CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	BLUESKY SYSTEMS HOLDINGS, INC	PAGE

	Consolidated Balance Sheets	4

	Consolidated Statements of Operations	5

	Consolidated Statement of Stockholders’ Deficit	6

	Consolidated Statements of Cash Flows	7

	Notes to Consolidated Financial Statements	8

~~BLUESKY SYSTEMS, CORP.~~(3)

~~Consolidated~~Table ~~Balance~~of ~~Sheets~~Contents

At June 30, 2011 and December 31, 2010

BLUESKY SYSTEMS, CORP.
Consolidated Balance Sheets
At September 30, 2011 and December 31, 2010



Assets:		(Unaudited)			(Audited)
Current assets		9/30/2011			12/31/2010
Cash	$	—		$	297
Prepaid consulting expense		—			26,469

Total current assets		—			26,766

Fixed assets
Property and equipment		105,000			105,000
Accumulated depreciation		(11,343	)		(8,426	)

Total fixed assets		93,657			96,574

Total assets	$	93,657		$	123,340

Liabilities and Stockholders' (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	23,260		$	15,610
Accounts payable - related party		5,000			5,000
Accrued interest payable		5,911			2,536
Derivative liability		107,127			134,900
Current portion of notes payable - related party		1,645			1,645
Convertible note, net of discounts of $-0- and $73,782, respectively		75,000			16,218

Total current liabilities		217,943			175,909

Long-term notes payable - related party		99,234			100,379

Total liabilities		317,177			276,288

Stockholders' (Deficit)
Common stock, (50,000,000 shares authorized, 1,285,005 shares issued
and outstanding, par value $.001 per share)		1,285			852
Additional paid-in capital		1,375,650			1,326,603
Retained deficit		(1,600,455	)		(1,480,403	)

Total stockholders' (deficit)		(223,520	)		(152,948	)

Total liabilities and stockholders' (deficit)	$	93,657		$	123,340

	(Unaudited)			(Audited)
Assets:	6/30/2011			12/31/2010
Current assets
Cash	$	—		$	297
Prepaid consulting expense		—			26,469
Total current assets		—			26,766
Fixed assets
Property and equipment		105,000			105,000
Accumulated depreciation		(10,370	)		(8,426	)
Total fixed assets		94,630			96,574
Total assets	$	94,630		$	123,340
Liabilities and Stockholders' (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	22,160		$	15,610
Accounts payable - related party		5,000			5,000
Accrued interest payable		4,786			2,536
Derivative liability		142,029			134,900
Current portion of notes payable - related party		1,645			1,645
Convertible note, net of discounts of $-0- and $73,782, respectively		90,000			16,218
Total current liabilities		265,620			175,909
Long-term notes payable - related party		99,669			100,379
Total liabilities		365,289			276,288
Stockholders' (Deficit)
Common stock, (50,000,000 shares authorized, 25,548,933 shares issued
and outstanding, par value $.001 per share)		25,549			25,549
Additional paid-in capital		1,301,906			1,301,906
Retained deficit		(1,598,114	)		(1,480,403	)
Total stockholders' (deficit)		(270,659	)		(152,948	)
Total liabilities and stockholders' (deficit)	$	94,630		$	123,340

The accompanying notes are an integral part of these consolidated financial statements

~~The accompanying notes are in intergral part of these consolidated financial statements~~ (4)

~~(3)~~Table of Contents

Table of Contents

BLUESKY SYSTEMS, CORP.
Unaudited Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2011 and 2010


		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
		09/30/2011			09/30/2010			09/30/2011			09/30/2010

Rental income	$	4,265		$	4,264		$	12,411		$	14,016

Total revenue		4,265			4,264			12,411			14,016

Selling, general and administrative expenses		8,192			36,415			46,030			39,613
Depreciation		973			972			2,917			2,916
Total expenses		9,165			37,387			48,947			42,529

Net ordinary (loss)		(4,900	)		(33,123	)		(36,536	)		(28,513	)

Other income (expense):
Change in fair value of derivative liability		5,422			(59,295	)		(1,707	)		(59,295	)
Interest expense		(2,863	)		(9,102	)		(81,809	)		(15,116	)
Total other income (expense)		2,559			(68,397	)		(83,516	)		(74,411	)

Net (loss)	$	(2,341	)	$	(101,520	)	$	(120,052	)	$	(102,924	)

Net (loss) per share, basic and fully diluted		*		$	(0.12	)	$	(0.11	)	$	(0.12	)

Weighted Average Common Shares Outstanding		1,068,318			851,631			1,068,339			851,631

* = Less than $.01 per share


Weighted average common shares have been retroactively restated herein for the 30 for 1 reverse stock split

~~BLUESKY~~The accompanying ~~SYSTEMS,~~notes ~~CORP.~~are an integral part of these consolidated financial statements

~~Consolidated Statement of Operations~~(5)

Table ~~For~~of ~~Three and Six Months Ended June 30, 2011 and 2010~~Contents

(Unaudited)

BLUESKY SYSTEMS, CORP.
Consolidated Statement of Stockholders' Deficit
For the Nine Months Ended September 30, 2011


(Unaudited)

	Common									Total
	Stock				Additional					Stockholders'
	(Par Value		Common		Paid in		Retained			Equity
	$.001)		Shares		Capital		(Deficit)			(Deficit)

Balances, January 1, 2011	$	852		851,631	$	1,326,603	$	(1,480,403	)	$	(152,948	)

Common shares issued in retirement of $5,000 portion of $90,000 convertible note		33		33,333		4,967		—			5,000

Common shares issued in retirement of $10,000 portion of $90,000 convertible note		400		400,000		9,600		—			10,000

Rounding due to reverse split		—		41		—		—			—

Contributed capital from shareholder for payment of accounts payable		—		—		5,000		—			5,000

Adjustment to derivative liability for value of converion		—		—		29,480		—			29,480

Net loss for the nine months ended September 30, 2011		—		—		—		(120,052	)		(120,052	)

Balances, September 30, 2011	$	1,285		1,285,005	$	1,375,650	$	(1,600,455	)	$	(223,520	)


Common stock amount and related common shares have been retroactively restated herein for the 30 for 1 reverse stock split

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	06/30/2011			06/30/2010			06/30/2011			06/30/2010
Rental income	$	4,127		$	4,993		$	8,146		$	9,752
Total revenue		4,127			4,993			8,146			9,752
Selling, general and administrative expenses		5,555			2,782			37,838			3,198
Depreciation		972			972			1,944			1,944
Total expenses		6,527			3,754			39,782			5,142
Net ordinary income		(2,400	)		1,239			(31,636	)		4,610
Other income (expense):
Change in fair value of derivative liability		(344	)		—			(7,129	)		—
Interest expense		(54,524	)		(2,973	)		(78,946	)		(6,014	)
Total other income (expense)		(54,868	)		(2,973	)		(86,075	)		(6,014	)
Net (loss)	$	(57,268	)	$	(1,734	)	$	(117,711	)	$	(1,404	)
Net (loss) per share, basic and fully diluted		$ *			$ *			$ *			$ *
Weighted Average Common Shares Outstanding		25,548,933			25,548,933			25,548,933			25,548,933
* = Less than $.01 per share

The accompanying notes are an integral part of these consolidated financial statements

~~The accompanying notes are in intergral part of these consolidated financial statements~~(6)

~~(4)~~Table of Contents

Table of Contents

BLUESKY SYSTEMS, CORP.
Unaudited Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2011 and 2010


	Nine Months Ended			Nine Months Ended
	09/30/2011			09/30/2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(120,052	)	$	(102,924	)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
Change in fair value of derivative liability		1,707			59,295
Depreciation		2,917			2,916
Amortization of debt discount		73,782			4,737
Prepaid expense		26,469			3,018
Accounts payable and accrued expenses		7,650			1,193
Accrued interest payable		3,375			1,411
NET CASH (USED IN) OPERATING ACTIVITIES		(4,152	)		(30,353	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital from shareholder		5,000			—
Borrowing on debt		—			32,650
Principal repayments of long term notes payable - related party		(1,145	)		(2,088	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		3,855			30,562

NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(297	)		209

CASH AND CASH EQUIVALENTS:
Beginning of period		297			53

End of period	$	(0	)	$	262

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the period for interest	$	4,652		$	9,128

Cash paid during the period for income taxes	$	—		$	—

Derivative liability	$	—		$	90,000

NON-CASH FINANCING ACTIVITIES:
Common shares issued in retirement of $5,000 portion of $90,000 convertible note	$	5,000		$	—

~~BLUESKY~~The accompanying ~~SYSTEMS,~~notes ~~CORP.~~are an integral part of these consolidated financial statements

~~Consolidated Statement of Cash Flows~~(7)

~~For~~Table ~~the~~of ~~Six Months Ended June 30, 2011 and 2010~~Contents

BLUESKY SYSTEMS HOLDINGS, INC. (~~Unaudited~~FKA BLUESKY SYSTEMS CORP.)

	Six Months Ended			Six Months Ended
	06/30/2011			06/30/2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(117,711	)	$	(1,404	)
Adjustments to reconcile net (loss) to net cash provided by
operating activities:
Change in fair value of derivative liability		7,129			—
Depreciation		1,944			1,944
Amortization of debt discount		73,782			—
Prepaid expense		26,469			—
Accounts payable and accrued expenses		6,550			3
Accrued interest payable		2,250			—
NET CASH PROVIDED BY OPERATING ACTIVITIES		413			543
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of long term notes payable - related party		(710	)		(596	)
NET CASH (USED IN) FINANCING ACTIVITIES		(710	)		(596	)
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(297	)		(53	)
CASH AND CASH EQUIVALENTS:
Beginning of period		297			53
End of period	$	—		$	—
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the period for interest	$	2,914		$	6,014
Cash paid during the period for income taxes	$	—		$	—

AND SUBSIDIARY

~~The accompanying notes are in intergral~~Notes ~~part~~to ofConsolidated ~~these~~Financial ~~consolidated~~Statements, ~~financial statements~~Unaudited

~~(5)~~For the Nine Months Ended September 30, 2011

~~Table~~NOTE A—SUMMARY ofOF ~~Contents~~SIGNIFICANT ACCOUNTING POLICIES

~~BLUESKY~~Business Activity— ~~SYSTEMS~~BlueSky System, ~~CORP~~Corp. (“The Company”) was organized under the laws of the State of Pennsylvania in June 2004 as a C-Corporation. The Company owns one subsidiary, School Street Second Corp. (“The Subsidiary”). The purpose of the Subsidiary is to buy, sell, rent, and improve any and all aspects of real estate. The Subsidiary currently owns one building in Chicopee, Massachusetts.

~~Consolidated Statement of~~Interim ~~Stockholders’~~Financial ~~Deficit~~Statements

~~For~~These interim unaudited financial statements have been prepared on the ~~Six~~same ~~Months~~basis ~~Ended~~as ~~June~~the 30annual financial statements and in the opinion of management, ~~2011~~reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

	Common										Total
	Stock					Additional					Stockholders'
	(Par Value			Common		Paid in		Retained			Equity
	$	.001	)		Shares		Capital		(Deficit)			(Deficit)
Balances, January 1, 2011, audited	$	25,549			25,498,933	$	1,301,906	$	(1,480,403	)	$	(152,948	)
Net loss for the six months ended June 30, 2011		—			—		—		(117,711	)		(117,711	)
Balances, June 30, 2011, unaudited	$	25,549			25,498,933	$	1,301,906	$	(1,598,114	)	$	(270,659	)

Basis of Presentation—The financial statements included herein include the accounts of the Company prepared under the accrual basis of accounting.

~~The~~Cash and ~~accompanying~~Cash ~~notes~~Equivalents—For ~~are~~purposes inof ~~intergral~~the Consolidated Statement of Cash Flows, the Company considers liquid investments ~~part~~with an original maturity of ~~these~~three ~~consolidated~~months ~~financial~~or ~~statements~~ less to be cash equivalents.

~~(6)~~Management’s Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Table~~Revenue Recognition—The Company’s revenue is derived from rental income from 4 leases. The expired leases are considered month-to-month leases. In accordance with section 605-10-S99-1 of ~~Contents~~the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying September 30, 2011 balance sheet. There are no contingent rentals included in income in the accompanying statements of operations. With the exception of the month-to-month leases, revenue is recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term.

~~BLUESKY SYSTEMS, CORP. AND SUBSIDIARY~~(8)

~~Notes~~Table toof ~~Consolidated Financial Statements~~Contents

~~For~~BLUESKY SYSTEMS ~~the~~HOLDINGS, ~~Six~~INC. ~~Months~~(FKA ~~Ended~~BLUESKY ~~June~~SYSTEMS ~~30, 2011~~CORP.)

~~(Unaudited)~~AND SUBSIDIARY

~~NOTE~~Notes to ~~A—SUMMARY~~Consolidated OFFinancial ~~SIGNIFICANT~~Statements, ~~ACCOUNTING POLICIES~~Unaudited

~~Business Activity— BlueSky~~For ~~System, Corp. (“The Company”) was organized under~~ the ~~laws~~Nine ofMonths ~~the~~Ended ~~State~~September ~~of Pennsylvania in June 2004 as a C-Corporation. The Company owns one subsidiary~~30, School Street Second Corp. (“The Subsidiary”). The purpose of the Subsidiary is to buy, sell, rent, and improve any and all aspects of real estate. The Subsidiary currently owns one building in Chicopee, Massachusetts.2011

~~Interim~~NOTE A—SUMMARY ~~Financial~~OF ~~Statements~~SIGNIFICANT ACCOUNTING POLICIES (CONT’)

~~These interim unaudited financial statements~~Comprehensive ~~have~~Income ~~been~~(Loss)— ~~prepared~~The onCompany ~~the~~reports ~~same~~Comprehensive ~~basis~~income ~~as the annual financial statements~~ and inits ~~the~~components ~~opinion~~following ofguidance ~~management,~~set ~~reflect~~forth ~~all~~by ~~adjustments,~~section ~~which~~220-10 ~~include~~of ~~only~~the ~~normal~~FASB ~~recurring~~Accounting ~~adjustments,~~Standards ~~necessary~~Codification towhich ~~present~~establishes ~~fairly~~standards for the ~~Company’s~~reporting ~~financial~~and ~~position,~~display ~~results~~ of comprehensive ~~operations~~income and ~~cash~~its ~~flows~~components ~~for~~in the ~~periods~~financial ~~shown~~statements. ~~The~~There ~~results~~were ofno ~~operations~~items ~~for~~of ~~such~~comprehensive ~~periods~~income ~~are~~(loss) ~~not~~applicable ~~necessarily~~to ~~indicative~~the ofCompany during the ~~results~~ ~~expected~~period ~~for~~covered ain ~~full~~the ~~year~~financial ~~or for any future period~~statements.

~~Basis~~Loss per ofCommon ~~Presentation~~Share—~~The~~ Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards ~~financial~~Codification. ~~statements~~Basic ~~included~~net ~~herein~~loss ~~include~~per share is computed by dividing net loss by the ~~accounts~~weighted average number of shares of common stock outstanding during the ~~Company~~period. Diluted ~~prepared~~net ~~under~~loss per share is computed by dividing net loss by the ~~accrual~~weighted ~~basis~~average number of ~~accounting~~shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2011.

~~Cash~~Income Taxes— ~~and~~The ~~Cash~~Company ~~Equivalents—For purposes~~accounts for income taxes under Section 740-10-30 of the ~~Consolidated~~FASB ~~Statement~~Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of ~~Cash~~assets and ~~Flows,~~liabilities and are measured using the ~~Company~~enacted ~~considers~~tax ~~liquid~~rates ~~investments~~and ~~with~~laws anthat ~~original~~will ~~maturity~~be ofin ~~three~~effect when the differences are expected ~~months~~to orreverse. Deferred ~~less~~tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be ~~cash~~realized. Deferred ~~equivalents~~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 the statements of operations in the period that includes the enactment date.

~~Management’s~~Fair Value ~~Use~~ of ~~Estimates~~Financial Instruments—The ~~preparation~~ ofcarrying ~~financial~~amounts ~~statements~~reported in ~~conformity with accounting principles generally accepted in~~ the ~~United~~balance ~~States~~sheet offor ~~America requires~~cash, ~~management~~accounts ~~to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures~~receivable ~~of contingent assets~~ and ~~liabilities~~payable atapproximate ~~the~~fair ~~date~~value ofbased ~~financial~~on ~~statements and~~ the ~~reported~~short-term ~~amounts~~maturity of ~~revenues~~these ~~and expenses during the reporting period~~instruments. ~~Actual results could differ from those estimates.~~

~~Revenue Recognition—The~~Fair ~~Company’s~~Value ~~revenue~~Measurements is- On ~~derived~~January 1, ~~from~~2008, ~~rental~~the ~~income~~Company ~~from~~adopted 4guidance ~~leases.~~which ~~The~~defines ~~expired~~fair ~~leases~~value, ~~are~~establishes a ~~considered~~framework ~~month-~~for using fair value to~~-month~~ ~~leases.~~measure ~~In accordance~~financial ~~with~~assets ~~section~~and ~~605-10-S99-1~~liabilities ofon ~~the~~a ~~FASB~~recurring ~~Accounting~~basis, ~~Standards~~and ~~Codification~~expands ~~for~~disclosures ~~revenue~~about fair ~~recognition~~value measurements. Beginning on January 1, 2009, the ~~cost~~Company ofalso ~~property held~~applied ~~for~~the ~~leasing~~guidance byto ~~major~~non-financial ~~classes~~assets ofand ~~property~~liabilities measured ~~according~~at tofair ~~nature~~value oron ~~function~~a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the ~~amount~~use of ~~accumulated~~observable ~~depreciation~~inputs inand ~~total,~~minimizes the use of unobservable inputs isby ~~presented~~requiring inthat the ~~accompanying~~most ~~June~~observable ~~30,~~inputs ~~2011~~be ~~balance~~used ~~sheet~~when available. ~~There~~Observable inputs are noinputs ~~contingent~~that ~~rentals~~market ~~included~~participants inwould use ~~income~~ in pricing the ~~accompanying statements~~asset ofor ~~operations.~~liability ~~With~~developed ~~the~~based ~~exception~~on market data obtained from sources independent of the ~~month-to-month~~Company. ~~leases,~~Unobservable inputs ~~revenue~~are isinputs ~~recognized~~that onreflect athe ~~straight-line~~Company’s ~~basis~~assumptions ~~and~~of ~~amortized into~~what ~~income~~market onparticipants awould ~~monthly~~use ~~basis,~~in ~~over~~pricing the ~~lease~~asset ~~term.~~or liability developed

~~Comprehensive Income~~ (~~Loss~~9)— The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

~~Advertising~~Table ~~Costs—Advertising costs~~of ~~are expensed as incurred. Advertising expense totaled $-0- and $-0- for the three and six months ended June 30, 2011 and 2010, respectively.~~Contents

~~Loss per Common Share—~~BLUESKY ~~Net~~SYSTEMS ~~loss~~HOLDINGS, ~~per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification~~INC. ~~Basic~~(FKA ~~net~~BLUESKY ~~loss per~~SYSTEMS ~~share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period~~CORP. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2011.)

~~Income Taxes— The Company~~AND accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 the statements of operations in the period that includes the enactment date.SUBSIDIARY

~~Fair Value of derivative liability —The~~Notes ~~carrying~~to ~~amounts~~Consolidated ~~reported~~Financial ~~in the balance sheet for cash~~Statements, ~~accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.~~Unaudited

~~Fair Value Measurements - On~~For ~~January 1, 2008,~~ the ~~Company~~Nine ~~adopted~~Months ~~guidance~~Ended ~~which~~September ~~defines fair value~~30, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2009, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed2011

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (7CONT’)

~~Table~~Fair Value of ~~Contents~~Financial Instruments (Cont.)--

~~BLUESKY~~based on ~~SYSTEMS,~~the ~~CORP~~best information available in the circumstances. ~~AND~~The ~~SUBSIDIARY~~hierarchy is broken down into three levels based on the reliability of the inputs as follows:

~~Notes~~Level 1 - Valuation tois ~~Consolidated~~based ~~Financial~~upon ~~Statements~~unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.

~~For~~Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the ~~Six~~significant ~~Months~~inputs ~~Ended~~are ~~June~~observable ~~30,~~in ~~2011~~the market.

Level ~~(Unaudited)~~3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect the Company's own assumptions about the inputs that market participants would use.

~~NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING~~Non-Recurring ~~POLICIES~~fair ~~(CONT’)~~value metrics:

~~Fair Value of derivative~~Level ~~liability~~1 ~~(Cont.)--~~– None

~~based on the best information available in~~Level ~~the~~2 ~~circumstances.~~– ~~The hierarchy is broken down into three levels based on the reliability of the inputs as follows:~~None

Level ~~1 - Valuation is based upon~~ ~~unadjusted~~3 ~~quoted~~– ~~market~~Derivative ~~prices~~Liability ~~for~~- ~~identical~~$ ~~assets or liabilities in active markets that the Company has the ability to access.~~107,127

~~Level 2~~Stock Based -Transactions—The ~~Valuation~~Company isacquires ~~based~~nonmonetary ~~upon~~assets ~~quoted prices~~including goods for ~~similar~~its ~~assets~~common orstock. ~~liabilities~~The ingoods ~~active~~are ~~markets;~~recorded at ~~quoted~~the ~~prices~~fair ~~for~~value ~~identical~~of orthe ~~similar~~nonmonetary ~~assets~~asset orexchanged ~~liabilities in inactive markets;~~ or ~~valuations~~at ~~based~~an onindependent ~~models~~quoted ~~where~~market ~~the~~price ~~significant~~for ~~inputs~~items ~~are observable in the market~~exchanged.

~~Level 3~~The Company accounts for stock-based ~~Valuation~~compensation isusing the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on ~~models~~the grant-date fair ~~where~~value ~~significant~~of ~~inputs~~the ~~are~~award ~~not~~(with ~~observable~~limited exceptions). ~~The~~That ~~unobservable~~cost ~~inputs~~will ~~reflect~~be recognized over the ~~Company's~~period ~~own~~during ~~assumptions~~which ~~about~~an employee is required to provide service in exchange for the ~~inputs~~award- ~~that~~the requisite service period (usually the vesting period). No compensation cost ~~market~~is ~~participants~~recognized ~~would~~for ~~use~~equity instruments for which employees do not render the requisite service.

~~Non~~Accounts Receivable—Accounts deemed uncollectible are written off in the year they become uncollectible. During 2011 and 2010 interim periods, Accounts Receivable in the amounts of $-~~Recurring~~0- ~~fair~~and ~~value~~$-0- ~~metrics:~~were deemed uncollectible and were written off to Bad Debt Expense. As of September 30, 2011, the Company’s accounts receivable balance was $-0-.

~~Level 1 – None~~(10)

~~Level~~Table 2of ~~– None~~Contents

~~Level~~BLUESKY SYSTEMS 3HOLDINGS, ~~– Derivative~~INC. ~~Liability~~(FKA -BLUESKY $SYSTEMS ~~142,029~~CORP.)

~~Stock Based Transactions—The~~AND Company acquires nonmonetary assets including goods for its common stock. The goods are recorded at the fair value of the nonmonetary asset exchanged or at an independent quoted market price for items exchanged.SUBSIDIARY

~~The Company accounts for stock-based compensation~~Notes using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to ~~measure~~Consolidated ~~the~~Financial ~~cost~~Statements, of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.Unaudited

~~Accounts Receivable—Accounts~~For ~~deemed uncollectible are written off in~~ the ~~year~~Nine ~~they~~Months ~~become~~Ended ~~uncollectible.~~September ~~During 2011 and 2010 interim periods, Accounts Receivable in the amounts of $-0- and $-0- were deemed uncollectible and were written off to Bad Debt Expense. As of June~~ 30, 2011~~, the Company’s accounts receivable balance was $-0-.~~

~~Impairment of Long-Lived Assets—~~NOTE ~~The~~A—SUMMARY ~~Company~~OF ~~evaluates~~SIGNIFICANT ~~the~~ACCOUNTING ~~recoverability~~POLICIES of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended June 30, 2011.(CONT’)

~~Recent~~Impairment of ~~Accounting~~Long-Lived ~~Pronouncements Subsequent~~Assets— ~~Events~~The ~~through~~Company ~~Consolidation~~evaluates the recoverability of ~~Variable~~its ~~Interest~~fixed ~~Entities~~assets —and ~~The~~other ~~Company~~assets ~~has~~in ~~reviewed~~accordance with ~~all~~section ~~recently~~360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived ~~issued,~~Assets. Disclosure ~~but~~requires ~~not~~recognition ~~yet~~of ~~effective,~~impairment ~~accounting~~of ~~pronouncements~~long-lived ~~and~~assets doin ~~not~~the ~~believe~~event the ~~future~~net ~~adoption~~book value of ~~any~~ such ~~pronouncements~~ ~~may~~assets beexceeds its expected cash flows. If so, it is considered to ~~cause~~be aimpaired ~~material~~and ~~impact~~is written down to fair value, which is determined based on ~~its~~either ~~financial~~discounted ~~condition~~future cash flows or appraised values. The Company adopted the ~~results~~statement on inception. No impairments of ~~its~~these ~~operations~~types of assets were recognized during the period ended September 30, 2011.

~~FASB~~Advertising Costs—Advertising ~~Accounting~~costs ~~Standards~~are ~~Codification~~expensed as incurred. Advertising expense totaled $-0- and $-0- for the three and nine months ended September 30, 2011 and 2010, respectively.

(Recent Accounting ~~Standards~~Pronouncements ~~Update~~— ~~(“ASU”)~~The Company has reviewed all recently issued, but not yet effective, accounting ~~2009-01)~~pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

~~In June 2009,~~ FASB ~~approved the FASB Accounting~~ Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s consolidated financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the six months ended June 30, 2010.

~~As a result of the Company’s implementation~~(Accounting ofStandards ~~the~~Update ~~Codification~~(“ASU”) during the six months ended June 30, 2011, previous references to new accounting standards and literature are no longer applicable. In the current annual consolidated financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (8“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s consolidated financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the nine months ended September 30, 2011.

~~Table~~As a result of ~~Contents~~the Company’s implementation of the Codification during the nine months ended September 30, 2011, previous references to new accounting standards and literature are no longer applicable. In the current annual consolidated financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

~~BLUESKY~~Recent Accounting ~~SYSTEMS,~~Pronouncements ~~CORP~~(cont.) ~~AND SUBSIDIARY~~

~~Notes to Consolidated Financial Statements~~Subsequent Events

~~For~~(Included in ~~the~~Accounting ~~Six~~Standards ~~Months~~Codification ~~Ended~~(“ASC”) ~~June~~855 30“Subsequent Events”, ~~2011~~previously SFAS No. 165 “Subsequent Events”)

ASC 855 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the consolidated financial statements are issued or available to be issued (~~Unaudited~~“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the consolidated financial statements are issued. ASC 855 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. ASC 855 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s consolidated financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s consolidated financial statements. No recognized or non-recognized subsequent events were noted.

~~Recent~~Determination of ~~Accounting~~the ~~Pronouncements~~Useful ~~(cont.)~~Life of Intangible Assets

~~Subsequent~~(Included in ~~Events~~ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

~~(Included~~ASC 350 amended the factors that should be considered in ~~Accounting~~developing ~~Standards~~renewal ~~Codification~~or extension assumptions used to determine the useful (“life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. ASC”) ~~855~~350 ~~“Subsequent~~became effective ~~Events”~~for consolidated financial statements issued for fiscal years beginning after December 15, 2008, ~~previously~~and ~~SFAS~~interim Noperiods within those fiscal years. ~~165~~The ~~“Subsequent~~adoption ~~Events”)~~of ASC 350 did not impact the Company’s consolidated financial statements.

ASC 855 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the consolidated financial statements are issued or available to be issued (~~“subsequent events”~~11). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the consolidated financial statements are issued. ASC 855 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. ASC 855 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s consolidated financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s consolidated financial statements. No recognized or non-recognized subsequent events were noted.

~~Determination~~Table of ~~the Useful Life of Intangible Assets~~Contents

~~(Included in ASC 350 “Intangibles — Goodwill and~~BLUESKY ~~Other”~~SYSTEMS HOLDINGS, ~~previously FSP SFAS No~~INC. ~~142-3~~ ~~“Determination~~(FKA ofBLUESKY ~~the~~SYSTEMS ~~Useful Lives of Intangible Assets”~~CORP.)

~~ASC 350 amended the factors that should be~~AND considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. ASC 350 became effective for consolidated financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of ASC 350 did not impact the Company’s consolidated financial statements.SUBSIDIARY

~~Noncontrolling~~Notes to ~~Interests~~Consolidated Financial Statements, Unaudited

~~(Included in ASC 810 “Consolidation”,~~For ~~previously~~the ~~SFAS~~Nine ~~No. 160~~Months ~~“Noncontrolling~~Ended ~~Interests~~September in30, ~~Consolidated Financial Statements an amendment of ARB No. 51”)~~2011

~~ASC 810 changed the accounting and reporting~~Recent ~~for~~Accounting ~~minority~~Pronouncements ~~interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity~~(cont. ~~ASC~~) 810 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented ASC 810 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of ASC 810 did not have any other material impact on the Company’s financial statements.

~~Consolidation of Variable Interest Entities~~Noncontrolling ~~— Amended~~Interests

(~~To be included~~ Included in ASC 810 “Consolidation”, previously SFAS No. ~~167~~160 “~~Amendments~~Noncontrolling toInterests ~~FASB~~in ~~Interpretation~~Consolidated Financial Statements an amendment of ARB No. ~~46(R)~~ 51”)

ASC 810 ~~amends~~changed ~~FASB~~the ~~Interpretation~~accounting ~~No. 46(R) “Consolidation~~and ofreporting ~~Variable~~for ~~Interest~~minority ~~Entities~~interests ~~regarding~~such ~~certain~~that ~~guidance~~they ~~for~~will ~~determining~~be ~~whether~~recharacterized anas ~~entity~~noncontrolling ~~is a variable interest~~interests ~~entity~~ and ~~modifies~~classified ~~the~~as ~~methods~~a ~~allowed~~component ~~for determining the primary beneficiary~~ of ~~a variable interest entity~~equity. ~~The~~ASC ~~amendments~~810 ~~include: (1) the~~became ~~elimination~~effective ~~of the exemption~~ for ~~qualifying~~fiscal ~~special~~years ~~purpose~~beginning ~~entities,~~after ~~(2)~~December a15, ~~new~~2008 ~~approach~~with early ~~for~~application ~~determining~~prohibited. ~~who should~~The ~~consolidate~~Company aimplemented ~~variable-interest~~ASC ~~entity,~~810 ~~and~~at ~~(3) changes~~the tostart ~~when~~of itfiscal is2009 ~~necessary~~and tono ~~reassess~~longer ~~who~~records ~~should~~an ~~consolidate~~intangible aasset ~~variable-interest~~when ~~entity.~~the ~~ASC~~purchase ~~810~~price isof ~~effective~~a ~~for~~noncontrolling ~~the~~interest ~~first~~exceeds ~~annual~~the ~~reporting~~book ~~period~~value ~~beginning~~at ~~after~~the ~~November 15,~~time ~~2009, with~~of ~~earlier adoption prohibited~~buyout. The ~~Company~~adoption ~~adopted~~of ASC 810 did innot ~~fiscal~~have ~~2010~~any ~~and~~other ~~there was no~~ material impact on the Company’s financial statements.

~~(9)~~Consolidation of Variable Interest Entities — Amended

~~Table~~(To be ofincluded ~~Contents~~in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

~~BLUESKY~~ASC 810 ~~SYSTEMS~~amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, ~~CORP~~(2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. ~~AND~~ASC ~~SUBSIDIARY~~810 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company adopted ASC 810 in fiscal 2010 and there was no material impact on the Company’s financial statements.

~~Notes~~NOTE B—SUPPLEMENTAL toCASH ~~Consolidated~~FLOW ~~Financial Statements~~INFORMATION

~~For~~Supplemental disclosures of cash flow information for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2011 and 2010 are summarized as follows:

~~(Unaudited)~~Cash paid during the period for interest and income taxes:

NOTE B—SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for interest and income taxes:
	2011		2010
Income Taxes	$	—	$	—
Interest	$	4,652	$	9,128

~~Supplemental disclosures of cash flow information~~NOTE ~~for~~C—INCOME ~~the six months ended June 30, 2011 and 2010 are summarized as follows:~~TAXES

~~Cash~~Due to ~~paid~~the ~~during~~operating loss and the ~~period~~inability to recognize an income tax benefit there from, there is no provision for ~~interest~~current ~~and~~or deferred federal or state income taxes: for the three and nine months ended September 30, 2011 and 2010.

	2011		2010
Income Taxes		$		$
Interest	$	2,914	$	6,014

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

~~NOTE~~The Company’s ~~C—INCOME~~total ~~TAXES~~deferred tax asset, calculated using federal and state effective tax rates, as of September 30, 2011 and December 31, 2010 is as follows:

Due to the operating loss and the inability to recognize an income tax benefit there from, there is no provision for current or deferred federal or state income taxes for the three and six months ended June 30, 2011 and 2010.

	09/30/2011			12/31/10
Total Deferred Tax Asset	$	74,400		$	42,800
Valuation Allowance		(74,400	)		(42,800	)
Net Deferred Tax Asset	$	—		$	—

~~Deferred income taxes reflect the net tax effects~~The ofmeasurement ~~temporary~~valuation ~~differences~~allowance ~~between~~increased ~~the~~$18,000 ~~carrying~~during ~~amounts of assets and liabilities for financial reporting purposes and~~ the ~~amount used~~nine ~~for~~months ~~federal~~ended ~~and~~September ~~state~~30, ~~income tax purposes~~2011.

The reconciliation ~~Company’s~~of ~~total~~income ~~deferred~~taxes ~~tax~~computed ~~asset, calculated~~at ~~using~~the federal ~~and~~statutory ~~state~~income ~~effective~~ tax ~~rates,~~rate asto oftotal ~~June~~income taxes for the nine months ended September 30, 2011 and 2010 is as follows:

Total Deferred Tax Asset	$	73,400
	2011			2010
Valuation Allowance		(73,400	)
Income tax computed at the federal statutory rate		34	%		34	%
Net Deferred Tax Asset	$	—
Valuation allowance		(34	%)		(34	%)
Total deferred tax asset		0	%		0	%

~~The~~Because of ~~measurement~~the ~~valuation~~Company’s ~~allowance~~lack ~~increased $17,000~~of ~~during~~earnings history, the ~~six~~deferred ~~months~~tax ~~ended~~asset ~~June~~has ~~30,~~been ~~2011~~fully offset by a valuation allowance.

The ~~reconciliation of income taxes computed~~ atCompany ~~the~~has ~~federal~~approximately ~~statutory~~$219,000 ~~income~~in ~~tax~~carry ~~rate~~forwards toavailable ~~total~~through ~~income taxes for~~ the ~~six~~year ~~months ended June 30, 2011 and 2010 is as follows:~~2030.

	2011		2010
Income tax computed at the federal statutory rate		34%		34%
Valuation allowance		(34%)		(34%)
Total deferred tax asset		0%		0%

(12)

~~Because~~Table of ~~the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.~~Contents

~~The~~BLUESKY SYSTEMS ~~Company has approximately $216~~HOLDINGS,~~000~~ inINC. ~~carry forwards~~(FKA ~~available~~BLUESKY ~~through~~SYSTEMS ~~the year 2030~~CORP.)

~~NOTE D—GOING CONCERN~~AND SUBSIDIARY

~~As shown in the accompanying audited financial~~Notes ~~statements, the Company has suffered recurring losses from operations~~ to ~~date.~~Consolidated ItFinancial ~~experienced losses of $117~~Statements,~~711~~ during the six months ended June 30, 2011. The Company had a net working capital deficiency and a net deficiency of $265,620 and $1,598,114, respectively, as of June 30, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Unaudited

~~Management’s plans in regard to this~~For ~~matter~~the ~~are~~Nine toMonths ~~raise~~Ended ~~equity~~September ~~capital and seek strategic relationships and alliances in order to increase sales in an effort to generate positive cash flow. Additionally~~30, the Company must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2011

NOTE E D—~~SEGMENT~~GOING ~~REPORTING~~CONCERN

InAs shown ~~June~~in ~~1997,~~ the ~~Financial~~accompanying ~~Accounting~~unaudited ~~Standards Board~~financial ~~issued~~statements, ~~Statement~~the ofCompany ~~Financial~~has ~~Accounting~~suffered ~~Standards~~recurring ~~No.~~losses ~~131,~~from ~~“Disclosures~~operations ~~about~~to ~~Segments~~date. It experienced losses of an$120,052 ~~Enterprise~~during ~~and~~the ~~Related Information.”~~nine ~~This~~months ~~statement~~ended ~~requires~~September ~~companies~~30, to2011. ~~report~~The ~~information~~Company ~~about~~had ~~operating~~a ~~segments~~net inworking ~~interim~~capital deficiency and ~~annual financial~~a ~~statements.~~net Itdeficiency ~~also~~of ~~requires~~$217,943 ~~segment disclosures about products~~ and ~~services~~$1,600,4558, ~~geographic~~respectively, ~~areas~~as ~~and~~of ~~major~~September ~~customers~~30, 2011. ~~The Company~~These ~~determined~~factors ~~that~~raise itsubstantial ~~did~~doubt about ~~not~~the ~~have~~Company’s ~~any~~ability ~~separately~~to ~~reportable~~continue ~~operating segments~~ as ofa ~~June~~going ~~30, 2011 and 2010~~concern.

~~NOTE~~Management’s plans ~~F—NOTES~~in ~~PAYABLE~~regard ~~AND~~to ~~DERIVATIVE~~this matter are to raise equity capital and seek strategic relationships and alliances in order to increase ~~LIABILITY~~sales in an effort to generate positive cash flow. Additionally, the Company must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~A note payable incurred for the purchase of~~NOTE ~~the~~E—SEGMENT ~~rental property consists of the following at June 30, 2011:~~REPORTING

~~Secured~~In June ~~Commercial~~1997, ~~Mortgage~~the toFinancial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an ~~unrelated~~Enterprise and Related Information.” This statement requires companies to report information about ~~party~~operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of September 30, 2011 and 2010.

~~Interest bearing 6.875 % with a maturity~~NOTE ofF—NOTES ~~June~~PAYABLE 1,AND ~~2037,~~DERIVATIVE LIABILITY

~~Balance~~A note payable incurred for the purchase of the rental property consists of the following at ~~June~~September 30, 2011 ~~$101,314~~:

Less: Short term portion of mortgage payable (1,645)

Secured Commercial Mortgage to an unrelated party.
Interest bearing 6.875 % with a maturity of June 1, 2037,
Balance at September 30, 2011	$	100,879
Less: Short term portion of mortgage payable		(1,645	)
Long term portion of mortgage payable	$	99,234

~~Long~~The aggregate amount of long-term ~~portion~~debt at September 30, 2011 maturing during each of ~~mortgage~~the ~~payable~~succeeding ~~$99,669~~five years and thereafter is as follows:

(10)

For the year ending	Amount

2011	$	1,645
2012	$	1,368
2013	$	1,465
2014	$	1,569
2015	$	1,680
Thereafter	$	93,152
Total	$	100,879

~~Table~~An unsecured note payable for SEC compliance services rendered during the quarter and for the upcoming year end in the amount of $90,000 ~~Contents~~was incurred during the prior year. Included in the accompanying consolidated balance sheets at December 31, 2010 is $26,469 in prepaid consulting services which were matched with services performed in the year-end filings during the nine months ended September 30, 2011. Accordingly, $26,469 in expense is included in the accompanying statements of operations for the nine months ended September 30, 2011. The promissory note carries an annual interest rate of 5% and is due on September 30, 2011 to an unrelated consulting firm. There is $5,911 in accrued interest payable at September 30, 2011. The note carries an option to the holder of converting the note into equity at a price of $.25 per share or 50% of the then bid price at the date of issuance of such stock, whichever is less.

~~NOTE~~ASC Topic ~~F—NOTES~~815 ~~PAYABLE~~(“ASC ~~AND~~815”) ~~DERIVATIVE~~requires that all derivative financial instruments be recorded on the balance sheet at fair ~~LIABILITY~~value. ~~(CONT~~Fair values for exchange traded securities and derivatives are based on quoted market prices.) Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

The Company ~~aggregate~~issued ~~amount~~convertible notes and has evaluated the terms and conditions of ~~long-term~~the ~~debt~~conversion atfeatures ~~June~~contained in the notes ~~30,~~and ~~2011~~warrants ~~maturing~~to ~~during~~determine ~~each~~whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the ~~succeeding~~conversion ~~five~~features ~~years~~contained in the notes and ~~thereafter~~ warrants represent freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the notes and warrants is reflected in the Company’s balance sheet as ~~follows:~~a liability. The fair value of the derivative financial instruments of the convertible notes and warrants was measured at the inception date of the notes and warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date.

For the year ending	Amount
2011	$	1,645
2012	$	1,368
2013	$	1,465
2014	$	1,569
2015	$	1,680
Thereafter	$	93,587
Total	$	101,314

(13)

AnTable ~~unsecured note payable for SEC compliance services rendered during the quarter and for the upcoming year end in the amount~~ of $90,000 was incurred during the prior year. Included in the accompanying consolidated balance sheets at December 31, 2010 is $26,469 in prepaid consulting services which were matched with services performed in the year-end filings during the six months ended June 30, 2011. Accordingly, $26,469 in expense is included in the accompanying statements of operations for the six months ended June 30, 2011. The promissory note carries an annual interest rate of 5% and is due on June 30, 2011 to an unrelated consulting firm. There is $4,786 in accrued interest payable at June 30, 2011. The note carries an option to the holder of converting the note into equity at a price of $.25 per share or 50% of the then bid price at the date of issuance of such stock, whichever is less.Contents

~~ASC Topic 815 (“ASC 815”) requires~~BLUESKY ~~that~~SYSTEMS ~~all~~HOLDINGS, ~~derivative financial instruments be recorded on the balance sheet at fair value~~INC. ~~Fair~~(FKA ~~values~~BLUESKY ~~for~~SYSTEMS ~~exchange traded securities and derivatives are based on quoted market prices~~CORP. ~~Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.~~)

~~The Company issued convertible notes and has~~AND evaluated the terms and conditions of the conversion features contained in the notes and warrants to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the notes and warrants represent freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the notes and warrants is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the convertible notes and warrants was measured at the inception date of the notes and warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date.SUBSIDIARY

~~The Company valued the conversion features~~Notes ~~in its convertible notes using the Black-Scholes model. The Black-Scholes model values the embedded derivatives based on a risk-free rate of return ranging from 0.03%~~ to ~~0.30%,~~Consolidated ~~grant~~Financial ~~dates of stock warrants~~Statements, the term of the stock warrants, conversion prices ranging from $0.005 to $0.008, current stock prices on the measurement date ranging from $0.01 to $0.02, and the computed measure of the Company’s stock volatility, ranging from 254.77% to 385.34%.Unaudited

~~Included in~~ For the ~~June~~Nine ~~30,~~Months ~~2011~~Ended isSeptember ~~a derivative liability in the amount of $142~~30,~~029~~ to account for this transaction. There were no balances in prior periods since this liability arose in the third quarter of 2010. It will be revalued quarterly henceforth and adjusted as a gain or loss to the statements of operations depending on its value at that time.2011

~~Included in our Statements of Operations for~~NOTE ~~the~~F—NOTES ~~six~~PAYABLE ~~months~~AND ~~ended~~DERIVATIVE ~~June~~LIABILITY ~~30, 2011 are $7,129 and $73,782 in non-cash charges pertaining to the derivative liability as it pertains to change in derivative liability and amortization of debt discount, respectively~~(CONT.)

~~NOTE~~The Company ~~G—PROPERTY~~valued ~~AND~~the ~~EQUIPMENT~~conversion features in its convertible notes using the Black-Scholes model. The Black-Scholes model values the embedded derivatives based on a risk-free rate of return ranging from 0.02% to 0.30%, grant dates of stock warrants, the term of the stock warrants, conversion prices ranging from $0.005 to $0.125, current stock prices on the measurement date ranging from $0.01 to $0.25, and the computed measure of the Company’s stock volatility, ranging from 254.77% to 608.09%.

~~Property~~Included in ~~and~~the ~~equipment—Depreciable~~September 30, 2011 is a derivative liability in the amount of $107,127 to account for this transaction. There were no balances ~~assets~~in ~~are~~prior ~~stated~~periods atsince ~~cost~~this liability arose in the third quarter of 2010. AsIt will be revalued quarterly henceforth and adjusted as a gain or loss to the statements of ~~June~~operations ~~30,~~depending ~~2011~~on its value at that time. $15,000 in the Company’s ~~had~~notes payable was converted in the ~~following~~third ~~depreciable~~quarter ~~assets:~~of 2011 and an adjustment for $29,480 was made to the derivative liability accordingly.

Asset	Cost	Accumulated Depreciation	Book Value	Estimated Life	Estimated Annual Depreciation
Rental Property	$ 105,000	$ 10,370	$ 94,630	27.5	$ 3,889

Included in our Statements of Operations for the nine months ended September 30, 2011 are $1,707 and $73,782 in non-cash charges pertaining to the derivative liability as it pertains to change in derivative liability and amortization of debt discount, respectively.

~~(11)~~NOTE G—PROPERTY AND EQUIPMENT

~~Table~~Property and equipment—Depreciable assets are stated at cost. As of ~~Contents~~September 30, 2011, the Company had the following depreciable assets:

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Asset	Cost		Accumulated Depreciation		Book Value		Estimated Life		Estimated Annual Depreciation
Rental Property	$	105,000	$	11,343	$	93,657		27.5	$	3,889

~~Management’s Discussion and Analysis~~NOTE ~~contains~~H—MATERIAL various “forward looking statements” within regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

~~Management’s~~During the ~~Discussion~~quarter ~~and~~ended ~~Analysis of~~September ~~Results~~30, of2011, ~~Financial~~the ~~Condition~~Company ~~and~~effectuated ~~Results~~a of1:30 ~~Operations~~reverse ~~(“MD&A”)~~stock ~~should~~split beof ~~read~~its incommon ~~conjunction~~stock. ~~with~~These ~~the~~ financial statements ~~included~~are retroactively restated herein as though the split occurred at the beginning of the periods presented.

~~BUSINESS~~The Company ~~DESCRIPTION~~entered into a Share Purchase Agreement, dated as of July 27, 2011 (the “Share Purchase Agreement”), with Mr. Duane Bennett and the Northeast Nominee Trust, together being the majority shareholders of the Company (the “Shareholders”), and Supera Solutions Corp., a Nevada corporation (the “Purchaser”), pursuant to which the Shareholders agreed to sell, and the Purchasers agreed to buy, 15,600,000 pre-split common shares of the Company, representing 61.06% of the issued and outstanding capital stock of the Company.

~~We were incorporated on September 21, 2004~~The ~~under~~Closing ~~the laws~~ of the ~~State~~above ofmentioned ~~Pennsylvania~~transaction tooccurred ~~engage~~subsequent in the business of buying, selling, renting, and improving real estate. Over the last year we have been engaged in buying and selling our property and we have entered into new agreements for the management of new rental property. In 2008, we owned 100% of the common stock of School Second Corp., which, in turn, owned property in central downtown Chicopee, Massachusetts at 192 School Street. Specifically, we owned a two-story building that consists of four units and generated revenues by rentals on units. During 2008 we sold this property and acquired a new property in Chicopee Massachusetts near Springfield in western Massachusetts at 12-14 Osgood Street. Accordingly, all of the leases and agreements relating to ~~the~~quarter ~~property at 192 School Street were terminated~~end.

~~The Registrant sold the property at 192 School Street, Chicopee, Massachusetts to Serena Cieplinski of 5126 Castle Harbor Way, Centreville, VA 20120 on October 29, 2008 for $212,500.~~(14)

~~Also~~Table ~~on October 29, 2008 the Registrant entered into a Stock Purchase Agreement between Pablo Torres, the majority shareholder~~ of ~~Oswego Real Estate Services, Inc. (“Seller”) and Bluesky Systems Corporation (“Buyer” or “Bluesky”).~~Contents

~~The Seller sold 20,000,000 shares (twenty million)~~BLUESKY ofSYSTEMS ~~Oswego Real Estate Services~~HOLDINGS, ~~Inc~~INC. (~~“Oswego”)~~FKA inBLUESKY ~~exchange~~SYSTEMS for 250,000 shares (two hundred fifty thousand) of Bluesky Systems Corporation and $5,000 so that such property located at 12-14 Osgood Street in Springfield, Massachusetts (“Property”) is owned by the BuyerCORP. ~~The Buyer and Seller agreed and Philips become a wholly owned subsidiary of the Buyer.~~)

~~As per the terms of the Stock Purchase Agreement,~~AND the mortgage will continue to be the personal liability of the Seller until paid in full by him. All rental proceeds are to be collected by and controlled by the Seller until the property is resold and any negative cash flows for repairs or expenses will be the sole responsibility of the Seller. Furthermore in the event, cash flow after all expenses exceeds 20%, Bluesky and the Seller will equally share the proceeds. Upon liquidation of the property after expenses, the Seller will receive 25% of the capital gains profit and Bluesky will receive 75% of the capital gains profit. If the Seller is incapable of managing the property, then Bluesky will hire a professional property management company to manage the day to day operations, at the Seller’s expense. Additionally, 100,000 (one hundred thousand) shares of the 250,000 (two hundred fifty thousand) shares are to be sold at a mutually acceptable price and the proceeds to be used exclusively for the pay down of the mortgage on the 12-14 Osgood Street property. Bluesky paid $5,000 (five thousand) dollars for consideration in this transactionSUBSIDIARY

~~Our executive offices are located at 191 Chestnut~~Notes ~~Street in Springfield, Massachusetts 01103. Our telephone number is (413) 734-3116. We are currently authorized~~ to ~~issue~~Consolidated ~~50,000,000 shares~~Financial ~~of common stock. We currently have 25~~Statements,~~548,933~~ ~~shares of common stock issued and outstanding.~~Unaudited

~~Our business plan is to buy more investment~~For ~~properties,~~the ~~which~~Nine weMonths ~~believe~~Ended ~~have~~September ~~good cash flows or good cash flow potential~~30, plus a favorable estimated resale value. We plan to lease our properties primarily to residential tenants. We plan to make limited improvements to our properties (on a case by case basis, if commercially reasonable), so that we can increase occupancy, improve cash flows, and enhance potential resale value.2011

~~As shown in our audited financial~~NOTE ~~statements,~~I—SUBSEQUENT we have suffered recurring losses from operations since our inception. We experienced losses of $117,711 and $1,404 during 2011 and 2010, respectively. We also had a total accumulated deficit of $1,598,114 as of June 30, 2011. These factors raise substantial doubt about our ability to continue as a going concern.EVENTS

~~(12)~~The Closing of the above mentioned transaction in “Note H – Material Event” occurred subsequent to quarter end.

~~Table~~The Company engaged in a recapitalization pursuant to Section 3(a)(9) of ~~Contents~~the Securities Act of 1933, as amended, on July 12, 2011. It exchanged $90,000 in a new convertible promissory note bearing interest at 5% for its outstanding $90,000 promissory note, dated September 17, 2010, with the new note providing substantially more protection to the holder against dilution in the event of a reverse stock split.

~~THE~~Effective October ~~BUILDING~~4, AT2011, ~~192~~the ~~SCHOOL~~Company ~~STREET~~entered into a License Agreement with Supera Group, LLC (“Supera”) pursuant to which Supera granted to the Company an exclusive license to use Supera’s technology, including patents for the manufacture and sale of readers/writers and high-capacity data storage in a card format for use in healthcare, patient management, medical, dental and pharmaceutical records and any other health application. In connection with entering into the License Agreement, the Company issued 30,200,000 post-split shares to Supera and agreed to pay 4% of gross sales from licensed products. The term of the license grant is for until the last to expire of the Licensed Patents. An additional 400,000 post-split common shares were issued during the quarter ended September 30, 2011 in connection with the reverse merger and conversion of debt into equity.

OnEffective October ~~September 21~~20, ~~2004~~2011, wethe ~~acquired~~Company ~~100%~~issued ~~of the~~an ~~common~~aggregate ~~stock~~ of ~~School Second Corp.~~8, ~~which in turn~~050,000 ~~owns~~post-split ~~100%~~common shares of aits ~~two-story~~Common ~~apartment~~Stock ~~house,~~to ~~with~~ four ~~units~~persons inwho are ~~central~~not ~~downtown Chicopee,~~affiliates ~~Massachusetts~~of ~~located~~the atCompany. ~~192~~The ~~School~~shares ~~Street,~~were ~~which~~issued pursuant to the ~~board~~conversion of ~~directors~~the ~~had~~Company’s ~~identified~~convertible aspromissory note anrendering ~~acceptable~~a ~~business~~zero ~~opportunity~~balance currently.

~~We contracted with Lessard Property Management, Inc. to manage the lease on our behalf however all contracts were terminated when the property was sold.~~(15)

OnTable ~~October 29, 2008, we sold the property at 192 School Street in the amount~~ of ~~$212,500.~~Contents

~~THE~~ITEM 2. MANAGEMENT'S ~~BUILDING~~DISCUSSION ATAND ~~12-14~~ANALYSIS ~~OSGOOD~~OR ~~STREET,~~PLAN ~~SPRINGFIELD, MASSACHUSETTS~~OF OPERATION

OnManagement’s Discussion ~~October~~and 29Analysis contains various “forward looking statements” within regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this 10-Q, ~~2008~~including, without welimitation, ~~acquired~~statements 20related to anticipated cash flow sources and uses,~~000~~ and words including but not limited to “anticipates”,~~000~~ ~~shares~~“believes”, of“plans”, ~~common~~“expects”, ~~stock~~“future” ofand ~~Oswego~~similar ~~Real~~statements ~~Estate~~or ~~Services~~expressions, identify ~~Inc~~forward looking statements. ~~(“Oswego)~~Any forward-looking statements herein are subject to certain risks and uncertainties in ~~exchange~~the Company’s ~~for~~business, ~~250~~including but not limited to,~~000~~ ~~shares~~reliance ofon ~~the~~key ~~Company~~customers ~~along~~and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with $5key suppliers,~~000~~ indifficulties ~~additional~~of ~~cash~~hiring ~~consideration.~~or Inretaining key ~~turn~~personnel and any changes in current accounting rules, ~~Oswego~~all ~~became~~of awhich ~~wholly~~may ~~owned~~be ~~subsidiary~~beyond the control of the Company. ~~and~~Management will elect additional changes to revenue recognition to comply with the ~~property located~~most atconservative ~~12-14~~SEC ~~Osgood~~recognition ~~Street~~on ina ~~Springfield,~~forward ~~Massachusetts~~going accrual basis as the model is ~~now~~replicated ~~owned~~with byother ~~the~~similar ~~Company~~markets ~~through~~(i.e. ~~its~~SBDC). ~~subsidiary~~The ~~Oswego~~Company’s ~~Real~~actual ~~Estate~~results could differ materially ~~Services~~from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

~~The~~Management’s Discussion ~~building~~and atAnalysis ~~12-14~~of ~~Osgood~~Results ~~Street consists~~ of 2Financial ~~family~~Condition ~~rental units. Both units are currently leased~~ and ~~yield~~Results ~~approximately~~of ~~$1,200~~Operations ~~rental~~(“MD&A”) ~~income~~should ~~per~~be ~~month.~~read ~~The mortgage~~in ~~payable~~conjunction onwith ~~this~~the ~~property~~financial asstatements ofincluded ~~December 31, 2008 is $105,000~~herein.

~~OVERVIEW OF OUR MARKET AREA~~BUSINESS DESCRIPTION

~~The~~Effective October ~~city~~4, of2011, ~~Chicopee~~we ~~lies~~entered oninto ~~the~~an ~~outskirts of~~Exclusive License Agreement (the ~~Springfield,~~“License ~~Massachusetts~~Agreement”) ~~urban~~with ~~area~~Supera Group, ~~located~~LLC in(“Supera”) pursuant ~~the~~to ~~Pioneer~~which ~~Valley~~Supera ~~near~~granted ~~the~~to ~~intersection~~us ofan ~~U.S.~~exclusive ~~Interstates~~license 90to ~~(the~~use ~~Massachusetts Turnpike)~~Supera’s ~~and~~technology, ~~91. Interstate~~including 90patents isfor the ~~major~~manufacture and ~~east-west~~sale ~~highway~~of ~~crossing~~readers/writers ~~Massachusetts.~~and ~~Interstate~~high-capacity 91data isstorage ~~the~~in ~~major~~a ~~north-south highway~~card ~~that~~format ~~runs~~for ~~directly~~use ~~through~~in ~~the~~healthcare, ~~heart~~patient ofmanagement, ~~New~~medical, dental ~~England.~~and ~~Chicopee~~pharmaceutical isrecords ~~located~~and ~~approximately~~any 90other ~~miles~~health ~~west~~application. ofIn ~~Boston,~~connection ~~Massachusetts, 70~~with ~~miles~~entering ~~southeast~~into ofthe ~~Albany~~License Agreement, ~~New~~we issued ~~York~~30,000,000 shares to Supera and 30agreed ~~miles~~to ~~north~~pay 4% of ~~Hartford,~~gross ~~Connecticut~~sales from licensed products. ~~Chicopee~~ isThe ~~located~~term inof ~~Hampden~~the ~~County,~~license grant is ~~Massachusetts,~~for ~~whose~~until ~~estimated~~the ~~2006~~last ~~population~~to ~~was~~expire ~~460,805~~of the Licensed Patents.

~~The economy in our primary market area enjoys~~Since the ~~presence~~transaction ofclosed ~~large~~after ~~employers~~September ~~such as the University of Massachusetts~~30, ~~Baystate Medical Center~~2011, ~~Mass~~this ~~Mutual~~Form ~~Life~~10-Q ~~Insurance~~describes ~~Company, Big~~the Ybusiness ~~Foods,~~prior ~~Inc.,~~to ~~Friendly~~such ~~Ice Cream Corporation, Old Colony Envelope, Hamilton Standard, Pratt and Whitney and Strathmore Paper Company~~transaction. ~~Other employment and economic activity is provided by financial institutions, eight other colleges and universities, seven other hospitals and a variety of wholesale and retail trade businesses.~~

~~Respected~~We were ~~national~~incorporated ~~economists~~on ~~have~~September ~~given~~21, ~~mixed opinions~~2004 ~~about~~under the ~~market~~laws ~~for~~of ~~multi-family~~the ~~rentals~~State of Pennsylvania to engage in ~~2006. However,~~the ~~according~~business toof ~~Moody's~~buying, ~~Economy~~selling, renting, and improving real estate.~~com~~ Over the last year we have been engaged in buying and ~~Fiserv~~selling ~~Lending Solutions,~~our ~~Springfield~~property MAand iswe ~~expected~~have toentered into ~~see~~new ~~slight~~agreements ~~gains~~for the management of 0new rental property.8% In 2008, ~~while~~we ~~the~~owned ~~rest~~100% of the ~~state~~common isstock ~~expected~~of toSchool ~~see~~Second Corp., ~~significant~~which, ~~losses~~in turn, owned property in central downtown Chicopee, Massachusetts at 192 School Street. Specifically, we owned asa ~~high~~two-story asbuilding that consists of four units and generated revenues by rentals on units. During 2008 we sold this property and acquired a new property in Chicopee Massachusetts near Springfield in western Massachusetts at 12-314 Osgood Street.0% Accordingly, all of the leases and agreements relating to the property at 192 School Street were terminated.

~~Recent~~The Registrant ~~local~~sold ~~developments, such as~~ the ~~proposed New~~property ~~Haven-Hartford-Springfield~~at ~~commuter~~192 ~~rail~~School ~~line~~Street, ~~have~~Chicopee, ~~brought~~Massachusetts ~~improvements~~ to ~~the~~Serena ~~local~~Cieplinski ~~economy. According~~of to5126 ~~the NAI~~Castle ~~2006~~Harbor ~~Global Market Report~~Way, ~~although there will be some slowdown in the real estate market in Western Massachusetts~~Centreville, VA it20120 ison ~~expected that~~October ~~the Springfield~~29, ~~Massachusetts~~2008 ~~area~~for ~~will not see a dramatic drop in market prices like many of the costal regions of the state~~$212,500.

~~The~~Also on ~~City~~October ~~of Chicopee Assessor's Office reported 2~~29,~~579~~ ~~multi-family~~2008 ~~units~~the inRegistrant ~~2006~~entered ~~and~~into ~~the~~a ~~Pioneer~~Stock ~~Valley~~Purchase ~~Planning~~Agreement ~~Commission's~~between ~~SOCDS~~Pablo ~~Building~~Torres, ~~Permits~~the ~~Database~~majority ~~shows~~shareholder anof ~~increase~~Oswego ofReal ~~120%~~Estate inServices, ~~permits~~Inc. ~~for~~(“Seller”) ~~multi-family~~and ~~structures~~Bluesky inSystems ~~Springfield~~Corporation ~~from~~(“Buyer” ~~2002~~or ~~to 2006~~“Bluesky”).

~~These~~The Seller ~~market~~sold ~~factors~~20,000,000 ~~form~~shares ~~the~~(twenty ~~setting~~million) of Oswego Real Estate Services, Inc. (“Oswego”) in ~~which~~exchange for 250,000 weshares ~~plan~~(two tohundred ~~execute~~fifty ~~our~~thousand) ~~business~~of ~~model~~Bluesky Systems Corporation and $5,000 so that such property located at 12-14 Osgood Street in Springfield, Massachusetts (“Property”) is owned by the Buyer. The Buyer and Seller agreed and Philips become a wholly owned subsidiary of the Buyer.

~~OUR PLAN TO ACQUIRE OTHER RENTAL PROPERTIES~~(16)

~~Our~~Table business plan is to buy more rental properties that we believe are undervalued, compared to their cash flows and estimated resale value. Our strategy is to identify rental properties with a favorable purchase price relative to their market value, as well as positive cash flow. We plan to buy properties primarily leased to residential tenants. We are prepared to make some improvements to our properties (on a case by case basis, if commercially reasonable), so that we can increase occupancy, improve cash flows, and enhance potential resale value. However, given our current financial condition, we will most likely seek properties in the Springfield, Massachusetts area for the next 12 months. However, after that time, we also plan to explore the possibility of ~~acquiring additional properties in other areas of Western Massachusetts and possibly North Carolina.~~Contents

~~Our~~As per ~~success~~the terms of the Stock Purchase Agreement, the mortgage will continue to be ~~dependent~~the ~~upon~~personal ~~implementing~~liability of the Seller until paid ~~our~~in ~~plan~~full ofby ~~operations~~him. All rental proceeds are to be collected by and controlled by the ~~risks~~Seller ~~associated~~until ~~with~~the ~~our~~property ~~business~~is ~~plans.~~resold Weand ~~operate~~any ~~primarily~~negative cash flows for repairs or expenses will be the sole responsibility of the Seller. Furthermore in the ~~Springfield~~event, ~~Massachusetts~~cash flow after all ~~area~~expenses exceeds 20%, Bluesky and the Seller will equally share the proceeds. WeUpon ~~plan~~liquidation toof ~~strengthen~~the ~~our~~property ~~position~~after inexpenses, the ~~these~~Seller ~~markets~~will receive 25% of the capital gains profit and Bluesky will receive 75% of the capital gains profit. WeIf ~~plan~~the Seller is incapable of managing the property, then Bluesky will hire a professional property management company to ~~expand~~manage ~~our~~the day to day operations, ~~through~~at ~~our~~the ~~acquisition~~Seller’s expense. Additionally, 100,000 (one hundred thousand) shares of the 250,000 (two hundred fifty thousand) shares are to be sold at a mutually acceptable price and ~~improvement~~the proceeds to be used exclusively for the pay down of ~~real~~the ~~estate~~mortgage on the 12-14 Osgood Street property. Bluesky paid $5,000 (five thousand) dollars for consideration in this transaction

WeOur executive ~~presently~~offices ~~own~~are ~~one~~located ~~two-story~~at ~~apartment~~191 ~~house~~ Chestnut Street in Springfield, Massachusetts 01103. WeOur ~~hope~~telephone tonumber ~~acquire~~is ~~additional~~(413) ~~real estate in the next 12 months, and to utilize the rental proceeds~~734-3116. ofWe ~~those properties to pay our operating costs for that period; however, there~~ are nocurrently ~~assurances~~authorized ~~that this revenue will be sufficient~~ to ~~cover~~issue ~~our operating costs. Accordingly~~50, ~~if our revenues are not sufficient~~000,000 weshares ~~will~~of ~~rely~~common ~~upon capital infusions from our director Duane Bennett; however, there are no assurances that Mr~~stock. ~~Bennett~~We ~~will~~currently have ~~sufficient~~39,535,005 ~~funds~~shares toof ~~provide~~common ~~such~~stock ~~capital infusions.~~issued Heand ~~has made no assurance of the minimum or maximum capital amounts he could provide~~outstanding.

~~(13)~~As shown in the accompanying financial statements, we suffered recurring losses from operations to date. We experienced losses of $120,052 during the nine months ended September 30, 2011. We had a net working capital deficiency and a net deficiency of $217,943 and $1,600,455, respectively, as of September 30, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Table~~THE BUILDING ofAT ~~Contents~~12-14 OSGOOD STREET, SPRINGFIELD, MASSACHUSETTS

~~PROPERTY~~On October ~~LOCATION~~29, ~~PROCEDURES~~2008, we acquired 20,000,000 shares of common stock of Oswego Real Estate Services, Inc. (“Oswego) in exchange for 250,000 shares of the Company along with $5,000 in additional cash consideration. In turn, Oswego became a wholly owned subsidiary of the Company and the property located at 12-14 Osgood Street in Springfield, Massachusetts is now owned by the Company through its subsidiary Oswego Real Estate Services.

WeThe building ~~plan~~at to12-14 ~~conduct~~Osgood aStreet ~~preliminary~~consists ~~analysis~~of ~~that~~2 family rental units. Both units are currently leased and yield approximately $1,200 ~~consists~~rental income per month. The mortgage payable on this property as of: December 31, 2008 is $105,000.

-As ~~Reviewing real estate sales information provided by local board~~ of ~~realtors~~October ~~associations~~4, ~~and~~2011, ~~our review of~~ the ~~census~~Company ~~tract~~entered into ~~increases.~~an ~~The~~agreement ~~information~~for ~~that~~a we90 ~~may~~day ~~obtain~~period ~~that~~of ~~would~~time ~~weigh~~pursuant into ~~favor~~which orthe ~~our~~Osgood ~~proceeding~~Street ~~with~~units awill ~~property acquisition would~~ be: ooperated ~~High~~and ~~volume~~then disposed of ~~real~~to Pablo ~~estate~~Torres ~~sales~~or ~~within~~his ~~the~~nominee ~~specific~~for ~~area~~a onominal ~~New~~price ~~schools~~with ~~and~~Mr. ~~major~~Torres ~~commercial~~assuming ~~developments in~~ the ~~area o Improved state and city roads in the area~~mortgage.

~~The~~Recent ~~information that we may obtain that would weigh against our proceeding with a property acquisition would be:~~Events

oWe and ~~Hazardous~~successor ~~waste~~by inmerger ~~the~~to ~~area~~ourselves, oentered ~~Crime~~into ~~rates~~a inShare Purchase Agreement, dated as of July 27, 2011 (the ~~area~~“Share ~~that~~Purchase Agreement”), ~~are~~with ~~higher~~Mr. ~~than~~Duane Bennett and the ~~national~~Northeast ~~average~~Nominee Trust, together being our majority shareholders (~~per~~the ~~100~~“Shareholders”),~~000~~ and ~~people~~Supera Solutions Corp., ~~based~~a onNevada ~~2005~~corporation ~~FBI~~(the ~~Uniform~~“Purchaser”), ~~Crime~~pursuant ~~Reports~~to which the Shareholders agreed to sell, and ~~released~~the ~~Sept.~~Purchasers ~~2006)~~agreed oto ~~Vacancy~~buy, ~~rates~~15,600,000 of 10our common shares, representing 61.06% orof ~~more~~our inissued ~~the~~and ~~area~~outstanding capital stock. The Purchaser agreed to pay an aggregate $310,000 for our shares.

~~The~~We engaged ~~data~~in ~~that~~a werecapitalization ~~analyze~~pursuant to ~~determine~~Section ~~whether~~3(a)(9) of the Securities Act of 1933, as amended, on July 12, 2011. We exchanged $90,000 in a new convertible promissory note bearing interest at 5% for its outstanding $90,000 promissory note, dated September 17, 2010, with the new note providing substantially more protection to ~~purchase~~the ~~properties~~holder ~~are:~~against dilution in the event of a reverse stock split.

-On July ~~Demographic~~27, ~~data~~2011, ~~that~~we ~~suggests~~entered ~~increased~~into ~~demand~~an inagreement a(the ~~specific~~“Debt ~~area.~~Purchase ~~The~~Agreement”), ~~data~~by ~~that~~and ~~would~~among ~~weigh~~Galileo inPartners, ~~favor~~LLC, ofa California ~~our~~limited ~~proceeding~~liability ~~with~~company a(the ~~purchase~~“Assignee”), ~~would~~and ~~be:~~Greentree oFinancial ~~Continued~~Group, ~~economic~~Inc., ~~development~~a inFlorida corporation (the ~~area~~“Assignor”), ~~such~~pursuant asto awhich ~~major~~the ~~corporation~~Assignor ~~moving~~agreed ~~into~~to ~~the~~sell, ~~area~~assign, ~~creating~~transfer ~~new~~and ~~jobs~~convey ~~and~~unto ~~increasing~~Assignee ~~residential~~its ~~housing~~partial rights ~~demand.~~and ointerests ~~Increase~~of $15,000 in principal of the ~~population’s~~new ~~median~~note ~~income~~in ~~levels~~exchange offor 5a –payment ~~10%~~in ~~per~~the ~~year~~amount ~~for~~of a$15,000 ~~certain~~from ~~area~~the Assignee. The oremaining ~~Lower~~rights ~~than~~and ~~the~~interests ~~national~~in ~~average~~the balance of ~~violent~~the ~~and~~new ~~property~~Promissory ~~crimes~~Note in(if any) will remain with the ~~area~~Assignor. ~~(per~~The ~~100,000~~Assignee is ~~people,~~not ~~based~~an onaffiliate ~~2005~~of ~~FBI~~the ~~Uniform~~Assignor ~~Crime~~or ~~Reports~~the Purchaser within the meaning of Rule 405 under the Securities Act of 1933, ~~released~~as ~~Sept~~amended. ~~2006)~~

- Demographic data that would weigh against a purchase would be: o Migration of industrial companies outside the area. o Decrease of 10% or more in median income levels o Violent and property crime rates in the area that are higher than the national average (~~per 100,000 people, based on 2005 FBI Uniform Crime Reports, released Sept. 2006~~17)

InTable order to determine and evaluate the fastest growing areas, we will obtain reports from sources such as the Pioneer Valley Planning Commission, Western Massachusetts Economic Development Council, Massachusetts Alliance for Economic Development, and University of Massachusetts Donahue Institute's Economic and Public Policy Research unit. Most of the reports available through these organizations are free of charge and will provide detailed information that we will then study to determine the areas with good growth rates.Contents

WeOn August ~~will~~18, ~~also~~2011, ~~rely~~we onfiled ~~statistics~~Articles ~~provided~~of ~~by the~~Amendment ~~U.S.~~to ~~Census~~our ~~Bureau~~Articles toof ~~obtain~~Incorporation ~~information~~(the ~~pertaining~~“Amendment”) to ~~population~~implement ~~shifts~~a one-for-thirty ~~and~~reverse ~~number~~split of ~~total~~our ~~people~~common instock a(the ~~specific~~“Reverse ~~area.~~Split”), Inas previously authorized and approved by action ~~addition,~~by wewritten ~~plan~~consent toof ~~utilize~~our ~~economic,~~majority ~~housing~~shareholders and ~~population~~by ~~data~~action ~~available~~by ~~from~~written ~~such~~consent ~~sources~~of asour ~~the~~Board ~~Massachusetts~~of ~~Office~~Directors. ofThe ~~Economic~~Reverse Split ~~Development~~was ~~and~~effective ~~Massachusetts~~as ~~Institute~~of ~~for~~9:00 ~~Social~~a.m. (Eastern Time) on September 1, 2011, and ~~Economic~~our ~~Research~~common tostock ~~further~~began ~~assess~~trading on the ~~best~~OTCBB ~~areas~~on ina ~~which~~post-split basis toon ~~purchase property~~September 1, 2011.

~~DETAILED~~As a ~~MARKET~~result ~~AND~~of ~~FINANCIAL~~the ~~ANALYSIS~~Reverse Split, every thirty shares of common stock were combined into one (1) share of common stock. The Reverse Split affects all our common stock outstanding immediately prior to the effective time of the Reverse Split. Shareholders will not receive fractional post-reverse stock split shares in connection with the Reverse Stock Split. Instead, all fractional shares were rounded up to the next whole share.

~~Our~~On September ~~Secretary~~21, ~~will~~2010, ~~perform~~Bluesky ~~detailed~~Systems ~~market~~Corp., a Pennsylvania corporation, consummated a redomicile merger with Bluesky Systems Holdings, Inc., a Nevada corporation, and ~~financial~~thereafter ~~analysis~~became ~~regarding~~Bluesky ~~each~~Systems ~~property~~Holdings, weInc., ~~decide~~a toNevada ~~review~~corporation. ~~for~~A ~~purchase~~Definitive toInformation Statement ~~determine~~on ~~whether~~Schedule 14C describing the ~~specific~~Federal ~~location~~and isstate ~~appropriate~~law implications of this change in domicile was filed with the Commission ~~for~~on ~~acquisition~~August ~~and~~27, ~~development.~~2010 ~~That~~and ~~detailed~~was ~~information~~mailed ~~will~~to ~~include~~shareholders on the ~~following:~~same date.

-Effective October ~~Number~~4, of2011, ~~properties~~we onentered into an Exclusive License Agreement (the ~~market.~~“License -Agreement”) ~~Number~~with Supera Group, LLC (“Supera”) pursuant to which Supera granted to us an exclusive license to use Supera’s technology, including patents for the manufacture and sale of ~~properties~~readers/writers ~~sold~~and high-capacity data storage in ~~the~~a ~~past~~card 12format ~~months~~for use in healthcare, patient management, medical, dental and pharmaceutical records and any other health application. -In ~~Sales~~connection ~~prices~~with ~~asked~~entering ~~per~~into ~~property~~the License Agreement, we issued 30,200,000 shares to Supera and agreed to pay 4% of gross sales from licensed products. -The ~~Sales~~term ~~price~~of ~~sold~~the ~~per~~license ~~property~~grant is for until the last to expire of the Licensed Patents.

-Pursuant to ~~Total~~the ~~square~~License ~~footage~~Agreement, ~~and~~we ~~acreage~~issued ~~per~~to ~~property~~Supera -an ~~Total~~aggregate ~~number~~of 30,200,000 shares of ~~units~~its ~~per~~Common ~~property~~Stock (the “Shares”) of which 200,000 Shares were transferred to Duane Bennett for services rendered in connection with negotiating the License Agreement. The -Shares ~~Total~~were ~~number~~issued under an exemption from the registration requirements of ~~pending~~the ~~closings~~Securities ~~per~~Act ~~property~~of 1933, as amended, pursuant to Section 4(2) thereof and Regulation D.

~~Our~~Effective October ~~secretary~~4, is2011, aDuane ~~licensed~~Bennett ~~realtor~~resigned ~~which~~as ~~provides the~~our ~~education~~President, ~~for~~Secretary ~~the~~and ~~above~~Treasurer, ~~reviews.~~and HeDan ~~acquired~~Kehoe ~~training~~was ~~from~~appointed ~~his~~to ~~past~~such ~~experiences~~offices as ~~with~~of ~~ABC~~such ~~Realty,~~date. ~~Inc~~Mr. ~~and~~Bennett ~~Xenicent,~~retained ~~Inc.~~his ~~(FKA~~position as a director of the Company agreeing to resign effective as of the expiration ~~Great~~of ~~Land~~the ~~Development~~ten ~~Corp~~day waiting period under Rule 14f-1 of the Securities Exchange Act of 1934, as amended.)

~~The~~Effective October ~~activities~~20, ~~that~~2011, ~~our~~we ~~secretary~~issued ~~engaged~~an ~~in with~~aggregate ~~both~~ of ~~the~~8,050,000 ~~above~~common ~~noted~~shares ~~companies prior~~ to ~~their~~four ~~business~~persons ~~combinations~~who ~~with~~are ~~unrelated~~not ~~businesses~~affiliates. inThe ~~unrelated~~shares ~~industries~~were ~~are~~issued ~~identifying~~pursuant ~~perceived~~to ~~under~~the ~~valued~~conversion ~~properties,~~of ~~developing~~our ~~such~~Convertible ~~properties~~Promissory byNote. ~~trying~~The toshares ~~add~~were ~~value~~issued inunder ~~making~~an ~~the~~exemption ~~properties~~from ~~more~~the registration ~~valuable,~~requirements ~~and~~of ~~subsequently~~the ~~reselling~~Securities ~~such~~Act ~~properties~~of 1933, as amended, pursuant to ~~individual~~Section ~~customers~~4(2) thereof and Regulation D.

(1418)

Table of Contents

~~PURCHASE~~RESULTS OF ~~PROCEDURES~~OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

~~Once we have located a property that we may~~Revenues ~~want to purchase, if it is not currently listed~~ (for ~~sale, we will ascertain whether~~ the ~~owner~~Three isMonths ~~willing~~Ended toSeptember ~~sell~~30, ~~the~~2011 ~~property*. We then negotiate a purchase price~~ and ~~ask the following questions of the prospective seller and/or obtain answers from third parties:~~2010).

-Revenues increased ~~When~~$1 ~~does~~to $4,265 for the ~~owner~~three ~~want~~months toended ~~sell~~September ~~and~~30, ~~close?~~2011, ~~Favorable~~as ~~conditions~~compared wewith ~~look~~$4,264 for ~~regarding~~the ~~this~~three ~~factor~~months ~~are:~~ended oSeptember 30, ~~The~~2010. Revenues ~~seller~~consisted isof ~~willing~~rentals ~~and~~on ~~able~~residential torental ~~sell~~properties. ~~within~~We ahad ~~six-month~~four ~~period.~~leases, oof ~~Typically,~~which ~~the~~three ~~timing~~expired ~~and~~in ~~motivation~~May 2006. ofThe ~~sellers~~expired toleases ~~enter~~are ~~into~~now ~~contract~~considered month-to-month ~~sell~~leases. ~~may~~The ~~include~~increase ~~several~~in ~~factors~~revenues ~~such~~is ~~as:~~attributable ~~estate~~to ~~planning,~~the ~~gifts~~rental torates and ~~family,~~vacancy ~~age,~~rates ~~health~~of our property which was sold and ~~other~~the ~~personal~~acquisition ~~factors~~of the Osgood Street property.

- How much will the owner sell the land for? Favorable conditions we will look for regarding this factor are: o The price is below market value. We determine market value through appraisals and comparable All sales ~~reports~~transactions inwere ~~the~~with ~~area.~~unrelated ~~o With respect to price, we would also consider value trends, such as historical yearly increases in property values~~parties.

-Revenues (for ~~Are there any defects on~~ the ~~title?~~Nine ~~Favorable~~Months ~~conditions~~Ended weSeptember ~~will~~30, ~~look~~2011 ~~for regarding this factor are: o No liens~~ and~~/or~~ ~~encumbrances~~2010). ~~o The buyer is able to deliver a clean title within the time we would like to close.~~

-Revenues decreased ~~Does~~$1,605 ~~the~~to ~~landowner~~$12,411 ~~have~~for ~~title~~the ~~insurance~~nine onmonths ~~the~~ended ~~property?~~September ~~Favorable~~30, ~~conditions~~2011, weas ~~will~~compared ~~look~~with $14,016 for ~~regarding~~the ~~this~~nine ~~factor~~months ~~are:~~ended oSeptember 30, ~~The~~2010. Revenues ~~landowner~~consisted ~~has~~of ~~title~~rentals ~~insurance~~ on ~~the~~residential ~~property~~rental properties. oWe had four leases, of which three expired in May 2006. The ~~landowner~~expired isleases ~~able~~are now considered month-to-month ~~secure~~leases. ~~title~~The ~~insurance~~increase onin revenues is attributable to the ~~property.~~rental orates and Wevacancy ~~would~~rates beof ~~able~~our toproperty ~~obtain~~which ~~title~~was ~~insurance~~sold onand the ~~purchased~~acquisition of the Osgood Street property.

~~We will obtain the following documents~~All ~~from~~sales ~~the~~transactions ~~seller~~were ~~during~~with ~~our~~unrelated ~~due diligence on the property:~~parties.

-Cost of ~~General~~Sales ~~maps;~~(for -the ~~Environmental~~Three ~~reports~~Months -Ended ~~Copies~~September of30, ~~existing~~2011 ~~zoning maps~~ and ~~regulations; - Conduct land inspection procedures;~~2010).

~~- Proposed zoning regulations; - Deeds; - Title insurance; and - Tax bills~~None.

~~We then verify the accuracy~~ Cost of ~~these~~Sales ~~documents and~~(for ~~determine how~~ the ~~information~~Nine ~~contained~~Months inEnded ~~the~~September ~~documents~~30, ~~impacts~~2011 ~~the~~and ~~property that we are considering to purchase~~2010).

* We plan to evaluate properties not listed for sale because of the potential benefit of acquiring a property in a particular location at a lower cost by not having to pay realtor commissions or other costs and fees associated with purchasing properties only listed for sale with realtorsNone. Since, in this case, there would not be a seller’s agent, there is a chance that we can get a better price on the property since a seller would not have to pay a realtor a commission. Therefore, the seller would not have to absorb the realtor’s commission in to his or hers selling price, which there is a chance a seller would do in order to obtain his or her needed price on a property.

Expenses (15for the Three Months Ended September 30, 2011 and 2010).

~~Table~~Operating expenses offor ~~Contents~~the three months ended September 30, 2011 decreased $28,222 to $9,165 from $37,387 for the three months ended September 30, 2010. The decrease in expenses through the three months ended September 30, 2011 was due to decreased selling, general and administrative expenses attributable to lesser consulting related fees for services we received.

~~OUR~~We do ~~FINANCING~~not ~~PROCEDURES~~have any lease agreements for our principal office and do not currently have any employment agreements.

~~We will attempt to obtain financing from local~~Expenses ~~banks~~(for ~~doing business within~~ the ~~area~~Nine ~~where~~Months weEnded ~~are~~September ~~attempting to purchase property. In the past~~30, ~~our~~2011 ~~director, Mr. Bennett, has personally guaranteed repayment of debt for property purchases along with necessary corporate guarantees for us as well as for two other companies, Axiom III, Inc.~~ and ~~Moixa III, Inc~~2010). We do not have any written agreements now or in the past with Mr. Bennett, obligating him to guarantee repayment of future debt or any of our other obligations. Mr. Bennett is not otherwise under any legal obligation to provide us with capital.

~~When~~Operating expenses ~~obtaining~~for ~~financing~~the wenine ~~will~~months ~~look~~ended ~~for~~September ~~mortgages at~~30, 2011 increased $6,418 to $48,947 from $42,529 for the ~~then~~three ~~current~~months ~~lending~~ended ~~rates~~September 30, ~~but~~2010. ~~will~~The ~~also~~increase ~~consider~~in ~~interest~~expenses ~~rates~~through asthe ~~high~~nine asmonths ~~11%~~ended ifSeptember we30, ~~are~~2011 ~~able~~was due to ~~purchase~~increased aselling, ~~property~~general atand ~~least~~administrative ~~25%~~expenses ~~below~~attributable ~~its~~to ~~existing~~higher ~~market~~accounting ~~value,~~fees asfor ~~determined~~accounting byservice anwe ~~appraiser~~received and expiration of a prior period prepaid expense item in 2011.

~~Our~~We do ~~credit~~not ~~status~~have ~~was~~any ~~sufficient~~lease ~~enough~~agreements for us ~~to acquire~~ our ~~current~~principal ~~building~~office atand ~~192~~do ~~School~~not ~~Street~~currently sohave ~~long~~any asemployment ~~we had a personal guarantee of Mr~~agreements. ~~Bennett. We believe we can use this same approach for future purchases.~~

In order to finance down payments of property purchases in the future, if applicable, we can seek debt or equity funding from related parties, including our director, as discussed above. If necessary, we will also attempt to raise capital from unrelated investors in the form of a debt or equity offering.(19)

~~The~~Table ~~procedures~~of ~~for obtaining our financing are as follows:~~Contents

1.Income Taxes ~~File~~(for ~~loan application. 2. Credit checks, property appraisal done. 3. Loan documents drafted. 4. Down payment made that is typically approximately 5 to 10% of~~ the ~~appraised~~Three ~~value.~~Months 5.Ended ~~Institution~~September ~~lends funds for the balance~~30, ~~less~~2011 ~~certain~~and ~~transaction fees that are typically between approximately 2 to 3%~~2010). ~~6. A lien is then filed with the appropriate recorder’s office.~~

~~There~~We had ~~are~~ no ~~assurances~~provision ~~that~~for ~~our~~income ~~financing procedures~~taxes ~~will~~for bethe ~~adequate~~three tomonths ~~secure~~ended ~~the~~September ~~funds~~30, ~~needed~~2011 toand ~~sustain~~2010, respectively, due to our ~~operations~~net loss.

~~DISTRIBUTION~~If we incur losses, we may have a deferred tax asset. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. We do not currently have any net deferred tax assets.

~~We have no distribution agreements in place~~Income ~~with~~Taxes ~~anyone.~~(for ~~We plan to sell~~ the ~~properties~~Nine weMonths ~~acquire~~Ended ~~primarily~~September through direct selling efforts involving established real estate brokers and property managers and corporations that may have a need for residential and/or commercial real estate. We plan to contract with real estate brokers30, ~~sub-contractors~~2011 and ~~other agents to assist in us on a project-by-project basis~~2010).

~~NEW~~We had ~~PRODUCTS~~no ORprovision ~~SERVICES~~for income taxes for the nine months ended September 30, 2011 and 2010, respectively, due to our net loss.

WeIf we ~~currently~~incur losses, we may have noa ~~new~~deferred ~~products~~tax orasset. ~~services~~Deferred tax assets are reduced by a valuation allowance when, in the opinion ~~announced~~of tomanagement, it is more likely than not that, some portion or all of the ~~public.~~deferred Wetax asset will ~~make~~not ~~public~~be ~~announcement~~realized. inDeferred tax assets and liabilities are adjusted for the ~~future~~effect ~~upon~~of ~~entering~~changes ~~into~~in ~~material~~tax ~~contracts~~laws toand ~~acquire~~rates ~~any~~on ~~new~~the date of enactment. We do not currently ~~real~~have ~~estate~~any ~~projects~~net deferred tax assets.

~~COMPETITIVE~~Income/Losses (for ~~BUSINESS~~the ~~CONDITIONS~~Three Months Ended September 30, 2011 and 2010).

We had ~~face~~a ~~significant~~net ~~competition~~loss ~~both~~of in$2,341, ~~acquiring rental~~or ~~properties~~less ~~and~~than ~~in attracting renters~~$0.01 ~~Our~~per ~~primary~~common ~~market~~share ~~area~~for ofthe ~~residential~~three ~~multi-family~~months ~~unit~~ended ~~rentals~~September ~~is highly competitive~~30, ~~and~~ we2011. ~~face~~This ~~direct~~compares ~~competition from~~ to a ~~significant~~net ~~number~~loss of ~~multi-family unit landlords~~$101,520, ~~many~~or ~~with~~$.12 aper ~~local,~~common ~~state-wide~~share orfor ~~regional presence~~the ~~and,~~three inmonths ~~some~~ended ~~cases~~September 30, a2010. ~~national~~The ~~presence.~~net ~~Many~~loss ofis ~~these~~attributable ~~landlords~~to the ~~are~~decrease ~~significantly~~in ~~larger~~general and ~~have~~administrative ~~greater~~expenses ~~financial~~as ~~resources than~~mentioned ~~us.~~above, ~~Our~~the ~~competition~~decrease ~~for~~in ~~renters~~interest ~~comes~~expense ~~from~~and ~~newer~~a ~~built~~decrease ~~apartment~~in ~~complexes~~change in asfair ~~well~~value asof ~~older~~derivative ~~apartment buildings~~liability.

~~In addition, we face significant competition~~Income/Losses ~~from~~(for ~~home builders and land developers, because many renters have moved out of~~ the ~~rental~~Nine ~~market~~Months ~~into~~Ended ~~single-family~~September ~~homes due to recent mortgage interest rates~~30, ~~which~~2011 have reached 40-year lows in some cases. Nationally, there are over one hundred major land developers. Approximately 10% of these developers capture approximately 50% of the market for such developments. These developers have greater financial resources than we do and ~~are better poised for market retention and expansion than we are~~2010). ~~Specifically, our competition with national homebuilders is as follows:~~

-We had ~~Pulte~~a ~~Homes;~~net -loss ~~Ryan~~of ~~Homes;~~$120,052, -or ~~Ryland~~$0.11 ~~Homes;~~per -common ~~John~~share ~~Weiland~~for ~~Homes;~~the nine months ended September 30, 2011. This compares to a net loss of $102,924, or $.12 per common share for the nine months ended September 30, 2010. The net loss is attributable to the increase in general and administrative expenses as mentioned above, the increase in interest expense and a change in fair value of derivative liability.

-Impact of ~~Crescent Resources; and - Harris Group~~Inflation.

OfWe believe ~~the~~that ~~builders~~inflation ~~listed~~has ~~above,~~had ~~Pulte~~a ~~Homes~~negligible ~~is the~~effect ~~only~~on ~~one~~operations ~~that~~since ~~currently~~inception. ~~operates~~We inbelieve ~~Massachusetts. All~~that ~~the~~we ~~other~~can ~~builders~~offset ~~operate~~inflationary increases in ~~various~~the ~~states~~cost onof ~~the~~operations ~~East Coast~~by increasing sales and ~~throughout~~improving ~~the~~operating ~~country~~efficiencies.

~~These national homebuilders purchase land or~~Liquidity ~~lots~~and ofCapital ~~vacant~~Resources ~~land~~(for ~~parcels~~the toNine ~~build~~Months ~~single-family~~Ended ~~homes~~September 30, ~~often~~2011 ~~in connection with nearby shopping centers~~ and ~~commercial buildings~~2010). ~~The national homebuilders have substantial resources to enable them to build single-family homes for resale.~~

~~These~~Cash flows ~~builders~~used ~~engage~~ in ~~single-family~~operations ~~home development~~were ~~and have greater financial resources than we do. In addition~~$4,152 ~~these companies have greater operational resources because they are able to perform a variety of development tasks themselves. These companies purchase vacant land tracts~~ and ~~perform~~$30,353 ~~all~~ for the ~~work~~nine ~~necessary~~months toended ~~construct~~September ~~the homes~~30, ~~such~~2011 ~~as land clearing~~ and ~~road~~2010, ~~development and then build the homes themselves~~respectively. InThe ~~contrast,~~positive wecash doflow ~~not~~in ~~have~~2011 ~~the financial or operational resources to perform these tasks. These national~~ and ~~local~~2010 ~~builders~~is ~~are~~attributable ~~better equipped~~ to ~~acquire~~non-cash ~~tracts~~charges ofexceeding ~~land~~net ~~equipped with these capabilities due to their operational and financial superiority over us~~loss.

We had ~~have~~ no ~~competitive~~cash ~~advantages~~flows ~~over~~provided ~~any of~~by ~~the~~investing ~~individuals~~activities ~~and/or~~for ~~companies~~the ~~against~~nine ~~whom~~months weended ~~compete.~~September ~~We have significantly less capital~~30, ~~assets,~~2011 ~~revenues, employees~~ and ~~other~~ ~~resources than our local and/or national competition~~2010. ~~There are no barriers to entry into this market.~~

~~(16)~~Cash flows provided by financing activities were $3,855 and $30,562 for the nine months ended September 30, 2011 and 2010, respectively. Cash flows used in these periods were due primarily to repayments on notes payable on our income producing rental property. Cash was provided by a borrowing on debt in 2010 and from a capital contribution from our shareholder in 2011.

~~Table of Contents~~(20)

~~INTELLECTUAL~~Table ~~PROPERTY~~of Contents

AtWe had ~~present,~~cash weon dohand ~~not~~of ~~have~~$-0- ~~any~~and ~~patents~~a working capital deficit of $217,943 ~~trademarks~~as of September 30, 2011. Our current amount of cash in the ~~licenses~~bank is insufficient to fund our operations for the next twelve months. We will rely on the existence of revenue from our business, if ~~franchises~~any, ~~concessions~~and funding from outside sources; however, we have no current or projected capital reserves that will sustain our business for the next 12 months. Also, if the projected revenues fall short of needed capital we will not be able to sustain our capital needs for the next twelve months. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. A lack of significant revenues during 2011 will significantly affect our cash position and ~~royalty~~make ~~agreements~~it necessary to raise additional funds through equity or debt financing. Our current level of operations would require capital of approximately $10,000 ~~labor~~to ~~contracts~~sustain operations through year 2011 and approximately $35,000 per year thereafter. Modifications to our business plans or ~~other~~additional ~~proprietary~~property ~~interests~~acquisitions may require additional capital for us to operate. There can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.

~~GOVERNMENT REGULATION ISSUES~~Going concern

~~We are subject to applicable provisions of~~As ~~federal~~shown ~~and~~in ~~state securities laws and to regulations specifically governing~~ the ~~real~~accompanying ~~estate~~financial ~~industry~~statements, ~~including~~we ~~those~~have ~~governing fair~~suffered ~~housing~~recurring ~~and~~losses ~~federally~~from ~~backed~~operation ~~mortgage~~to ~~programs~~date. ~~Our~~We ~~operations~~have ~~will~~a ~~also~~net bedeficiency of ~~subject~~$ ~~to regulations normally incident to business operations~~600,475 ~~such~~ as ~~occupational~~of ~~safety~~September ~~and health acts~~30, ~~workmen's compensation statutes, unemployment insurance legislation and income tax and social security related regulations~~2011. ~~Although~~These wefactors ~~will~~raise ~~use~~substantial ~~our~~doubt ~~best~~about ~~efforts to comply with applicable regulations, we can provide no assurance of~~ our ability to docontinue ~~so,~~as ~~nor~~a ~~can~~going ~~we fully predict the effect of these regulations on our proposed activities~~concern.

~~RESEARCH~~Management's plans ~~AND~~in ~~DEVELOPMENT~~regard to this matter are to raise equity capital and seek strategic relationships and alliances in order to increase revenues in an effort to generate positive cash flow. Additionally, we must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~We have spent no funds on research and development.~~(21)

~~EMPLOYEES~~Table of Contents

~~With the exception~~ITEM ~~of Duane Bennett and Pablo Torres we have no employees~~3. QUANTITATIVE WeAND ~~have~~QUALITATIVE noDISCLOSURES ~~employment~~ABOUT ~~agreements~~MARKET ~~with any of our management. We do not anticipate hiring any additional employees in the next 12 months.~~ RISK

~~RESULTS~~The information OFto ~~OPERATIONS~~be ~~FOR~~reported ~~THE~~under ~~THREE~~this ~~AND SIX~~item ~~MONTHS~~is ~~ENDED~~not ~~JUNE~~required ~~30,~~of ~~2011~~smaller ~~AND~~reporting ~~2010~~companies.

~~Revenues (for the Three Months Ended June~~ITEM ~~30,~~4. ~~2011~~CONTROLS ~~and~~AND ~~2010).~~PROCEDURES

~~Revenues~~We maintain ~~decreased~~disclosure ~~$866~~controls and procedures designed to ~~$4,127~~ensure ~~for~~that ~~the~~information ~~three~~required to be disclosed in reports filed under ~~months~~the ~~ended~~Securities ~~June~~Exchange ~~30,~~Act ~~2011,~~of as1934 ~~compared~~(“Exchange ~~with~~Act”) $4is recorded,~~993~~ ~~for~~processed, ~~the~~summarized ~~three~~and ~~months~~reported ~~ended~~within ~~June~~the ~~30,~~specified time ~~2010~~periods. ~~Revenues~~ ~~consisted~~Our ofChief ~~rentals on~~Executive ~~residential~~Officer ~~rental~~and ~~properties.~~its WeChief ~~had~~Financial ~~four~~Officer ~~leases~~(collectively, ofthe ~~which~~“Certifying ~~three~~Officers”) are ~~expired~~responsible infor ~~May~~maintaining ~~2006~~our disclosure controls and procedures. The ~~expired~~controls ~~leases~~and ~~are~~procedures ~~now~~established ~~considered~~by us are designed ~~month-~~to~~-month~~ ~~leases.~~provide ~~The~~reasonable ~~increase~~assurance inthat ~~revenues~~information isrequired ~~attributable~~ to be disclosed by the ~~rental~~issuer ~~rates~~in ~~and~~the ~~vacancy~~reports ~~rates~~that ofit files or submits under the ~~School~~Exchange ~~Street~~Act ~~property which~~is ~~was~~recorded, ~~sold~~processed, summarized and reported within the ~~acquisition~~time ofperiods specified in the ~~Osgood~~Commission’s rules ~~Street~~and ~~property~~forms.

~~All~~In designing ~~sales~~and ~~transactions~~evaluating ~~were~~disclosure ~~with~~controls ~~unrelated~~and procedures, management recognizes that any controls and procedures, no matter ~~parties~~how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Revenues~~As of ~~(for~~the end of the ~~Six~~period ~~Months~~covered ~~Ended~~by ~~June~~this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2011. Management is in the process of identifying deficiencies with respect to the Company's disclosure controls and ~~2010)~~procedures in order to implement corrective measures.

~~Revenues decreased $1,606 to $8,146 for the~~The ~~six~~Certifying ~~months~~Officers ~~ended~~have ~~June~~also ~~30,~~concluded ~~2011,~~that asthere ~~compared~~was ~~with~~no ~~$9,752~~change ~~for~~in ~~the~~our ~~six~~internal ~~months~~controls ~~ended~~over ~~June~~financial ~~30,~~reporting ~~2010. Revenues consisted of rentals~~identified onin ~~residential~~connection ~~rental~~with ~~properties.~~the Weevaluation ~~had~~that ~~four~~occurred ~~leases,~~during ofour ~~which~~fourth ~~three~~fiscal ~~expired~~quarter inthat ~~May~~has ~~2006.~~materially ~~The~~affected, ~~expired~~or ~~leases~~is ~~are now considered~~reasonably ~~month-to-month~~likely ~~leases. The increase in revenues is attributable~~ to ~~the~~materially ~~rental~~affect, ~~rates~~our ~~and~~internal ~~vacancy~~control ~~rates~~over offinancial ~~the School Street property which was sold and the acquisition of the Osgood Street property~~reporting.

~~All sales transactions were with unrelated parties.~~(22)

~~Cost~~Table of ~~Sales (for the Three Months Ended June 30, 2011 and 2010).~~Contents

~~None~~ITEM 4T. CONTROLS AND PROCEDURES

~~Cost of Sales (for the Six Months Ended~~Disclosure ~~June~~Controls ~~30, 2011~~ and ~~2010).~~Procedures

~~None~~The management of the Company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (one individual) as appropriate, to allow timely decisions regarding required disclosure.

~~Expenses~~In designing ~~(for~~and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the ~~Three~~desired ~~Months~~objectives. ~~Ended~~Also, the ~~June~~design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be 30considered relative to their costs. Because of the inherent limitations in all control systems, ~~2011~~no evaluation of controls can provide absolute assurance that all control issues and ~~2010)~~instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Operating~~As of ~~expenses~~the ~~for~~end of the ~~three~~period ~~months~~covered ~~ended June~~by 30this report, ~~2011~~the ~~increased~~Company ~~$2,773~~conducted toan $6evaluation,~~527~~ ~~from~~under ~~$3,754~~the ~~for~~supervision and with the ~~three~~participation of ~~months~~our ~~ended~~Chief ~~June~~Executive 30Officer and Chief Financial Officer (one individual), ~~2010~~of the Company's disclosure controls and procedures. Based ~~The~~on ~~increase~~this inevaluation, ~~expenses~~the ~~through~~Company's Chief Executive Officer and Chief Financial Officer concluded that the ~~three~~Company's ~~months~~disclosure ~~ended~~controls ~~June~~and procedures were not were not effective as of September 30, 2011. ~~was~~Management ~~due~~is toin ~~increased~~the ~~selling,~~process ~~general~~of ~~and~~identifying ~~administrative~~deficiencies ~~expenses~~with ~~attributable~~respect to ~~higher~~the ~~accounting~~Company's disclosure controls and procedures ~~fees~~in ~~for~~order ~~accounting~~to ~~service~~implement wecorrective ~~received~~measures.

WeThe Certifying doOfficers ~~not~~ have ~~any~~also ~~lease~~concluded ~~agreements~~that ~~for~~there was no change in our internal controls over financial reporting identified ~~principal~~in ~~office~~connection ~~and~~with dothe ~~not~~evaluation ~~currently~~that ~~have~~occurred ~~any~~during ~~employment~~our ~~agreements~~fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(1723)

Table of Contents

~~Expenses (for the Six Months Ended June~~PART ~~30, 2011 and 2010)~~II. OTHER INFORMATION

~~Operating expenses for the six months ended~~ITEM ~~June 30, 2011 increased $34,640 to $39,782 from $5,142 for the three months ended June 30, 2010~~1. LEGAL The increase in expenses through the six months ended June 30, 2011 was due to increased selling, general and administrative expenses attributable to higher accounting fees for accounting service we received and expiration of a prior period prepaid expense item in 2011.PROCEEDINGS

WeAs doof the date of this report, we are not ~~have~~a ~~any~~party ~~lease~~to ~~agreements~~any ~~for~~pending ~~our principal~~legal ~~office~~proceeding and doare not ~~currently~~aware ~~have~~of any ~~employment~~threatened ~~agreements~~legal proceeding.

~~Income Taxes (for the Three Months Ended~~ITEM ~~June~~1A. ~~30,~~RISK ~~2011 and 2010).~~FACTORS

WeThe information ~~had~~to nobe ~~provision~~reported ~~for~~under ~~income~~this ~~taxes~~item ~~for~~has ~~the three~~not ~~months~~changed ~~ended~~since ~~June~~the ~~30,~~previously ~~2011~~filed ~~and 2010~~10K, ~~respectively,~~for ~~due~~the toyear ~~our~~ended ~~net~~December ~~loss~~31, 2010.

~~If we incur losses, we may have a deferred~~ITEM ~~tax asset~~2. UNREGISTERED ~~Deferred~~SALES ~~tax~~OF ~~assets~~EQUITY ~~are~~SECURITIES ~~reduced~~AND byUSE aOF valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. We do not currently have any net deferred tax assets.PROCEEDS

~~Income~~We issued ~~Taxes~~33,333 ~~(for~~unregistered post-split common shares during the ~~Six~~period ~~Months~~ended ~~Ended~~September ~~June~~ 30, 2011 ~~and~~for ~~2010)~~retirement of $15,000 worth of our $90,000 convertible promissory note payable.

We hereby ~~had~~voluntarily nodisclose ~~provision~~certain ~~for~~sales ~~income~~of ~~taxes~~unregistered ~~for~~equity ~~the six~~securities ~~months~~made ~~ended~~subsequent ~~June~~to September 30, 2011 ~~and~~but ~~2010,~~prior ~~respectively,~~to the ~~due~~issuance toof ~~our~~this ~~net~~Form ~~loss.~~10-Q as follows:

IfWe issued ~~we incur losses~~30,200,000 weunregistered ~~may~~post-split ~~have~~shares ato ~~deferred tax~~Supera ~~asset.~~after ~~Deferred~~September ~~tax assets are reduced by a valuation allowance when~~30, in2011 ~~the~~as ~~opinion~~part of ~~management,~~the itreverse ismerger. ~~more~~An ~~likely than~~additional ~~not that~~400,000 ~~some~~unregistered ~~portion~~post-split orcommon ~~all~~shares ofwere ~~the~~issued ~~deferred~~during ~~tax asset will not be realized. Deferred tax assets and liabilities are adjusted for~~ the ~~effect~~quarter ofend ~~changes~~ in ~~tax~~connection ~~laws~~with ~~and rates on~~ the ~~date~~reverse ~~of enactment~~merger. ~~We do not currently have any net deferred tax assets.~~

~~Income/Losses~~We issued ~~(for~~an ~~the~~aggregate ~~Three~~of ~~Months~~8,050,000 ~~Ended June~~unregistered post-split common shares to four non-affiliated persons after September 30, 2011. The ~~and~~shares ~~2010)~~were issued pursuant to the conversion of our convertible promissory note.

~~We had a net loss of $57,268, or less than~~ITEM $03.01 DEFAULTS ~~per~~UPON ~~common~~SENIOR share for the three months ended June 30, 2011. This compares to a net loss of $1,734, or less than $.01 per common share for the three months ended June 30, 2010. The net loss is attributable to the increase in general and administrative expenses as mentioned above, the increase in interest expense and a change in fair value of derivative liability.SECURITIES

~~Income/Losses~~We have ~~(for~~not ~~the~~had ~~Six~~any ~~Months~~default ~~Ended June~~upon ~~30,~~senior ~~2011 and 2010)~~securities.

~~We had a net loss of $117,197, or less~~ITEM ~~than $0~~4.01 REMOVED ~~per~~AND common share for the six months ended June 30, 2011. This compares to a net loss of $1,404, or less than $.01 per common share for the three months ended June 30, 2010. The net loss is attributable to the increase in general and administrative expenses as mentioned above, the increase in interest expense and a change in fair value of derivative liability.RESERVED

~~Impact of Inflation~~ITEM 5. OTHER INFORMATION

~~We believe that inflation has had a negligible effect on operations since inception~~None. ~~We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.~~

~~Liquidity and Capital Resources (for the~~ITEM ~~Six Months Ended June 30, 2011 and 2010)~~6. EXHIBITS

~~Cash flows provided by operations were $413~~31.1 ~~and~~CEO ~~$543~~Certification ~~for~~Pursuant ~~the six months ended June 30, 2011 and 2010, respectively. The positive cash flow in 2011 and 2010 is attributable~~ to ~~non-cash~~Section ~~charges exceeding net loss.~~302

We31.2 ~~had no cash flows provided by investing~~CFO ~~activities~~Certification ~~for~~Pursuant ~~the~~to ~~six~~Section ~~months~~302 ~~ended~~(included ~~June~~in ~~30,~~Exhibit ~~2011 and 2010~~31.1)

~~Cash flows used in financing activities were~~32.1 ~~$(710)~~CEO Certification ~~and~~Pursuant ~~$(596) for the six months ended June 30, 2011 and 2010, respectively. Cash flows used in these periods were due primarily~~ to ~~repayments~~Section ~~on notes payable on our income producing rental property.~~906

~~We may need to rely on financing from outside sources through debt or equity transactions~~32.2 ~~Failure to obtain such financing could have a material adverse effect on our operations~~CFO ~~and~~Certification ~~financial~~Pursuant ~~condition. This could include an inability~~ to doSection ~~sufficient~~906 ~~advertising~~(included ~~for the homes that we sell, which would make us less competitive~~ in ~~the~~Exhibit ~~marketplace~~32. We could also find it more difficult to enter into strategic joint venture relationships with third parties. Finally, it would most likely delay the implementation of our business plan. An alternative plan of operation in the event of a failure to obtain financing would be to continue operations as currently configured, with the result being little, if any, projected growth. Another alternative would be to enter into a joint venture with another company that has working capital available, albeit on less favorable terms than had we obtained financing, for the development of our business plan.1)

(1824)

~~Liquidity~~Table ~~and~~of ~~Capital Resources (for the Six Months Ended June 30, 2011 and 2010) -- Con’t~~Contents

We had cash on hand of $-0- and a working capital deficit of $265,620 as of June 30, 2011. Our current amount of cash in the bank is insufficient to fund our operations for the next twelve months. We will rely on the existence of revenue from our business, if any, and funding from outside sources; however, we have no current or projected capital reserves that will sustain our business for the next 12 months. Also, if the projected revenues fall short of needed capital we will not be able to sustain our capital needs for the next twelve months. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. A lack of significant revenues during 2011 will significantly affect our cash position and make it necessary to raise additional funds through equity or debt financing. Our current level of operations would require capital of approximately $10,000 to sustain operations through year 2011 and approximately $35,000 per year thereafter. Modifications to our business plans or additional property acquisitions may require additional capital for us to operate. There can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.SIGNATURES

~~On a long-term basis, liquidity depends on~~Pursuant ~~continuation~~to ~~and~~the ~~expansion~~requirements of ~~operations,~~the ~~receipt~~Securities ofExchange ~~revenues,~~Act ~~and additional infusions~~ of ~~capital and debt financing. We are considering launching a local advertising campaign. Our current capital and revenues are insufficient to fund such marketing. If we choose to launch such a campaign~~1934, wethe ~~will~~registrant ~~require~~has ~~substantially~~duly ~~more~~caused ~~capital. If necessary, we will raise~~ this ~~capital~~report ~~through an additional stock offering. However, there can be no assurance that we will be able~~ to ~~obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will~~ be ~~adversely~~signed ~~affected~~on ~~and~~its ~~we will have to significantly~~behalf ~~modify~~by ~~our~~the ~~plans. For example~~undersigned, ifthereunto weduly ~~unable to raise sufficient capital to develop our business plan, we may need to:~~authorized.

- Seek projects of lesser value or that may be less profitable


	BLUESKY SYSTEMS HOLDINGS, INC. (Registrant)

Date: November 17, 2011	By:	Dan Kehoe
		Dan Kehoe President, Chief Executive Officer, and Chief Financial Officer

- Seek smaller projects, which are less capital intensive, in lieu of larger projects; or

- Seek projects that are outside our geographical area to generate some revenue for us.

Demand for our rental services will be dependent on, among other things, market acceptance of our services, the real estate market in general and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities is the receipt of rents from residential properties, our business operations may be adversely affected by our competitors and prolonged recession periods.

Our success will depend upon implementing our plan of operations and the risks associated with our business plans. We operate a small real estate rental business in the Springfield, Massachusetts area. We plan to strengthen our position in this market. We also plan to expand our operations in the Springfield area.

Going concern

As shown in the accompanying financial statements, we have suffered recurring losses from operation to date. We have a retained deficit of $1,598,114 as of June 30, 2011. These factors raise substantial doubt about our ability to continue as a going concern.

Management's plans in regard to this matter are to raise equity capital and seek strategic relationships and alliances in order to increase revenues in an effort to generate positive cash flow. Additionally, we must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(19)

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this item is not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and its Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were not effective as of June 30, 2011. Management is in the process of identifying deficiencies with respect to the Company's disclosure controls and procedures in order to implement corrective measures.

The Certifying Officers have also concluded that there was no change in our internal controls over financial reporting identified in connection with the evaluation that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The management of the Company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (one individual) as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (one individual), of the Company's disclosure controls and procedures. Based on this evaluation, Duane Bennett, the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were not were not effective as of June 30, 2011. Management is in the process of identifying deficiencies with respect to the Company's disclosure controls and procedures in order to implement corrective measures.

(20)

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this report, we are not a party to any pending legal proceeding and are not aware of any threatened legal proceeding.

ITEM 1A. RISK FACTORS

The information to be reported under this item has not changed since the previously filed 10K, for the year ended December 31, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have not had any unregistered sales of equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have not had any default upon senior securities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We have not had any submission of matters to a vote of security holders.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1 CEO Certification Pursuant to Section 302

31.2 CFO Certification Pursuant to Section 302 (included in Exhibit 31.1)

32.1 CEO Certification Pursuant to Section 906

32.2 CFO Certification Pursuant to Section 906 (included in Exhibit 32.1)

Reports on Form 8-K

We and successor by merger to ourselves, entered into a Share Purchase Agreement, dated as of July 27, 2011 (the “Share Purchase Agreement”), with Mr. Duane Bennett and the Northeast Nominee Trust, together being our majority shareholders (the “Shareholders”), and Supera Solutions Corp., a Nevada corporation (the “Purchaser”), pursuant to which the Shareholders agreed to sell, and the Purchasers agreed to buy, 15,600,000 of our common shares, representing 61.06% of our issued and outstanding capital stock. The Purchaser agreed to pay an aggregate $310,000 for our shares.

The Closing will occur not later than 45 days from the effective date of a 1:30 reverse stock split which we agreed to consummate as a condition of the Purchaser’s obligation to close the purchase and sale of the shares. Both the Shareholders and the Purchaser have the benefit of several conditions of closing which are set forth in the Share Purchase Agreement.

We engaged in a recapitalization pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, on July 12, 2011. We exchanged $90,000 in a new convertible promissory note bearing interest at 5% for its outstanding $90,000 promissory note, dated September 17, 2010, with the new note providing substantially more protection to the holder against dilution in the event of a reverse stock split.

On July 27, 2011, we entered into an agreement (the “Debt Purchase Agreement”), by and among Galileo Partners, LLC, a California limited liability company (the “Assignee”), and Greentree Financial Group, Inc., a Florida corporation (the “Assignor”), pursuant to which the Assignor agreed to sell, assign, transfer and convey unto Assignee its partial rights and interests of $15,000 in principal of the new note in exchange for a payment in the amount of $15,000 from the Assignee. The remaining rights and interests in the balance of the new Promissory Note (if any) will remain with the Assignor. The Assignee is not an affiliate of the Assignor or the Purchaser within the meaning of Rule 405 under the Securities Act of 1933, as amended.

(21)

SIGNATURES

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

BLUESKY SYSTEMS, CORP. (Registrant) Date: August 12, 2011 By: Duane Bennett President, Chief Executive Officer, and Chief Financial Officer

(22)

Filing Compare · BLUESKY SYSTEMS CORP