Attached files
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| EX-10.1 - EXERCISE FOR LIFE SYSTEMS, INC. | ex10_1.htm |
| EX-10.2 - EXERCISE FOR LIFE SYSTEMS, INC. | ex10_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 2, 2010
EXERCISE FOR LIFE SYSTEMS,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
7997
|
22-3464709
|
|||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
Adam
Slazer
Chief
Executive Officer
East
Field Road, Suite 200-311
Huntersville,
NC 28078
Telephone
No.: 704-778-1700
(Name,
Address and Telephone Number
of
Principal Executive Offices and Agent for Service)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road, Suite 300
Cornelius,
NC 28031
(704)
897-8334 Tel
(704)
897-8349 Fax
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXERCISE
FOR LIFE SYSTEMS, INC.
CURRENT
REPORT ON FORM 8-K
|
Item
1.01 Entry into a Material Definitive
Agreement
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Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Item
9.01 Financial Statements and
Exhibits
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SIGNATURES
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Exhibit
10.1 – Service Agreement with Greentree Financial Group,
Inc.
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Exhibit
10.2 – Promissory Note by and Between Exercise for Life Systems, Inc. and
Greentree Financial Group, Inc.
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Item
1.01 Entry
into a Material Definitive Agreement
Pursuant
to a February 2, 2010 consulting agreement, Exercise for Life Systems, Inc.
(the “Company”, “EFLS”, or the “Registrant”) agreed to pay a sum of $21,000 and
500,00 freely tradable shares to Greentree Financial Group, Inc. (“Greentree”)
in exchange for financial consulting services relating to the assistance in
retaining legal counsel for a potential Plan of Exchange between the Company and
a target company, assistance with drafting board resolutions for the necessary
reverse merger documents, conducting due diligence on potential buyers of the
EFLS, and Edgarization services. A copy of the Service Agreement is
attached hereto as Exhibit 10.1.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
|
The
Registrant have engaged in certain financing activities that have resulted in
the creation of a direct financial obligation of the Registrant and/or an
obligation of the Company under an off-balance sheet arrangement. These
transactions were entered into because EFLS lacked adequate capital resources to
pay for certain professional fees such as payment to consultants for a reverse
merger transaction. The direct financial obligations and/or off-balance sheet
arrangements are as follows:
On
February 2, 2010, EFLS signed a Promissory Note with Greentree stating that EFLS
promised to pay to the order of Greentree the sum of TWENTY ONE THOUSAND
($21,000), with an interest rate of 10%, payable six months from the date of
execution. The sum of TWENTY ONE THOUSAND ($21,000) is to pay off existing debt
for services rendered in assistance with a reverse merger transaction and
previously performed SEC compliance with 10-Ks, 10-Qs, and Edgarization
services. The Promissory Note is attached hereto as Exhibit 10.2.
Exhibit
10.1 – Service Agreement with Greentree Financial Group, Inc.
Exhibit
10.2 – Promissory Note by and Between Exercise for Life Systems, Inc. and
Greentree Financial Group,
Inc.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
February 9,
2010 EXERCISE
FOR LIFE SYSTEMS, INC.
By: /s/ Adam
Slazer
Adam Slazer
President
Exhibit
Index
Exhibit
10.1 – Service Agreement with Greentree Financial Group, Inc.
Exhibit
10.2 – Promissory Note by and Between Exercise for Life Systems, Inc. and
Greentree Financial Group,
Inc.