UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 2008
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 000-52480
SKYVIEW HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 35-2287663 |
| (State or other jurisdiction | (I.R.S. Employer |
| of incorporation or organization) | Identification No.) |
| 68 Skyview Terrace | |
| Clifton, New Jersey | 07011 |
| (Address of principal | (Zip Code) |
| executive offices) | |
(973) 523-0835
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has 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.
Yes x No o
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 the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes x No o
State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date: Common, $.00001 par value per share: 5,000,000 outstanding as of August 1, 2008.
PART I - FINANCIAL INFORMATION
SKYVIEW HOLDINGS CORP.
Index to Financial Information
Period Ended June 30, 2008
| Item | Page |
| | |
| Item 1 - Financial Statements: | |
| | |
| Balance Sheets | 4 |
| | |
| Statements of Operations | 5 |
| | |
| Statements of Shareholders’ Deficiency | 6 |
| | |
| Statements of Cash Flows | 7 |
| | |
| Notes to Financial Statements | 8 |
| | |
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| | |
| Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 11 |
| | |
| Item 4T – Controls and Procedures | 11 |
PART 1
FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The financial statements of Skyview Holdings Corp. (the “Company”), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10-KSB for the period ended December 31, 2007.
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| ASSETS | | | | | | |
| | | June 30, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | |
| Current Assets: | | | | | | |
| | | | | | | |
| Cash and Equivalents | | $ | 720 | | | $ | 240 | |
| | | | | | | | | |
| Total Assets | | $ | 720 | | | $ | 240 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) | | | | | | | | |
| | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| | | | | | | | | |
| Accrued Expense | | $ | 6,000 | | | $ | 8,500 | |
| Due to officer/shareholder | | | 10,754 | | | | 6,754 | |
| | | | | | | | | |
| Total Liabilities | | | 16,754 | | | | 15,254 | |
| | | | | | | | | |
| Shareholders' Equity (Deficiency): | | | | | | | | |
| | | | | | | | | |
| Preferred Stock, $0.00001 par value, | | | | | | | | |
| 2, 500, 000 shares authorized | | | | | | | | |
| None issued and outstanding | | | - | | | | - | |
| | | | | | | | | |
| Common Stock, $0.00001 par value, | | | | | | | | |
| 100, 000, 000 shares authorized | | | | | | | | |
| 5,000,000 issued and outstanding | | | 50 | | | | 50 | |
| | | | | | | | | |
| Deficit Accumulated during the Development Stage | | | (16,084 | ) | | | (15,064 | ) |
| | | | | | | | | |
| Total Shareholders' Equity (Deficiency) | | | (16,034 | ) | | | (15,014 | ) |
| | | | | | | | | |
| Total Liabilities and Shareholders' Equity (Deficiency) | | $ | 720 | | | $ | 240 | |
| | | | | | | | | |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH JUNE 30, 2008
| AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 |
| | | | | | | | | | | | | | | January 11, | |
| | | Three | | | Three | | | Six | | | Six | | | 2007 | |
| | | Months | | | Months | | | Months | | | Months | | | (Inception) | |
| | | Ended | | | Ended | | | Ended | | | Ended | | | To | |
| | | June 30, | | | June 30, | | | June 30, | | | June 30, | | | June 30, | |
| | | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 | |
| | | | | | | | | | | | | | | | |
| REVENUE: | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| EXPENSES: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Professional fees | | | 500 | | | | 500 | | | | 1,000 | | | | 4,500 | | | | 14,500 | |
| Organizations Expenses | | | - | | | | - | | | | - | | | | 339 | | | | 339 | |
| Outside Services | | | - | | | | - | | | | - | | | | 833 | | | | 1,225 | |
| Bank Service Charge | | | - | | | | - | | | | 20 | | | | - | | | | 20 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Loss | | $ | (500 | ) | | $ | (500 | ) | | $ | (1,020 | ) | | $ | (5,672 | ) | | $ | (16,084 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Basic and diluted | | | | | | | | | | | | | | | | | | | | |
| net loss per share | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted average shares | | | | | | | | | | | | | | | | | | | | |
| used in calculating | | | | | | | | | | | | | | | | | | | | |
| basic and diluted | | | | | | | | | | | | | | | | | | | | |
| net loss per share | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH JUNE 30, 2008
| | | Number of | | | Common | | | Accumulated | | | | |
| | | Shares | | | Stock | | | Deficit | | | Total | |
| | | | | | | | | | | | | |
| Balance at January 11, 2007 (Inception) | | | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Shares Issued for Cash | | | 5,000,000 | | | | 50 | | | | - | | | | 50 | |
| | | | | | | | | | | | | | | | | |
| Net Loss for the period | | | - | | | | - | | | | (15,064 | ) | | | (15,064 | ) |
| | | | | | | | | | | | | | | | | |
| Balance at December 31, 2007 | | | 5,000,000 | | | $ | 50 | | | $ | (15,064 | ) | | $ | (15,014 | ) |
| | | | | | | | | | | | | | | | | |
| Net Loss for the period | | | - | | | | - | | | | (1,020 | ) | | | (1,020 | ) |
| | | | | | | | | | | | | | | | | |
| Balance at June 30, 2008 | | | 5,000,000 | | | $ | 50 | | | $ | (16,084 | ) | | $ | (16,034 | ) |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH JUNE 30, 2008
| AND FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007 |
| | | | | | | | | January 11, | |
| | | Six | | | Six | | | 2007 | |
| | | Months | | | Months | | | (Inception) | |
| | | Ended | | | Ended | | | To | |
| | | June 30, | | | June 30, | | | June 30, | |
| | | 2008 | | | 2007 | | | 2008 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| | | | | | | | | | |
| Net loss | | $ | (1,020 | ) | | $ | (5,672 | ) | | $ | (16,084 | ) |
| Increase(Decrease) in accrued liabilities | | | (2,500 | ) | | | 1,000 | | | | 6,000 | |
| Net cash used in operations | | | (3,520 | ) | | | (4,672 | ) | | | (10,084 | ) |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities: | | | | | | | | | | | | |
| Officer /shareholder loans | | | 4,000 | | | | 4,754 | | | | 10,754 | |
| Proceeds from issuance of common stock | | | - | | | | 50 | | | | 50 | |
| Net cash provided from financing activities | | | 4,000 | | | | 4,804 | | | | 10,804 | |
| | | | | | | | | | | | | |
| Net increase in cash | | | 480 | | | | 132 | | | | 720 | |
| Cash-Beginning of period | | | 240 | | | | - | | | | - | |
| Cash-End of period | | $ | 720 | | | $ | 132 | | | $ | 720 | |
| | | | | | | | | | | | | |
| Supplemental Disclosure of Cash Flow Information: | | | | | | | | | | | | |
| Taxes paid | | $ | - | | | $ | - | | | $ | - | |
| Interest paid | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
| JUNE 30, 2008 (UNAUDITED) |
NOTE 1 - ACCOUNTING POLICIES AND OPERATIONS
ORGANIZATION
Skyview Holdings Corp. (the "Company"), a development stage company, was incorporated in Delaware on January 11, 2007. At June 30, 2008, the Company had not yet commenced any formal business operations and all activity to date related to the Company formation, capital stock issuance, professional fees with regard to a proposed Securities and Exchange Commission filing and identification of businesses. The Company's fiscal year ends on December 31st.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
EARNINGS PER SHARE
The Company computes earnings per share in accordance with Statement of Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.
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 certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
INTERIM FINANCIAL INFORMATION
The interim financial statements of Skyview Holdings Corp. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three and six month period ended June 30, 2008 are not necessarily indicative of the operating results for the entire year.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recent accounting pronouncements to have a material impact on its financial condition or results of operations.
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
| JUNE 30, 2008 (UNAUDITED) |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP No. 157-2"). FSP No. 157-1 amends SFAS No. 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 did not have any impact on the Company’s results of operations or financial position
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115,” (“SFAS No. 159”) which is effective for fiscal years beginning after November 15, 2007. SFAS No. 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The adoption of SFAS 159 had no impact on the Company’s results of operations or financial position
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the financial statements do not purport to represent realizable or settlement values. However, the Company has incurred an operating loss. Such loss may impair its ability to obtain additional financing.
This factor raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has met its historical working capital requirements from sale of common shares. Owners of the shares, in order not to burden the Company, have agreed to provide funding to the Company to pay its annual audit fees and filing costs as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.
NOTE 2 - SHAREHOLDERS' EQUITY
On January 11, 2007, the Company issued 5,000,000 shares of common stock, par value $0.00001 per share, to its initial shareholders in exchange for $50 in cash.
NOTE 3 - RELATED PARTY TRANSACTIONS
From January 11, 2007 through June 30, 2008 a shareholder/officer has provided funding to pay for the initial operating expenses of the Company.
NOTE 4 - DUE TO SHAREHOLDER
Amounts due to shareholder are non-interest bearing and have no definite terms of repayment.
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q.
Forward-Looking Statements
This discussion contains forward-looking statements that involve risks and uncertainties. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our actual results to differ materially from those projected in any forward-looking statements. We do not intend to update these forward-looking statements.
Plan of Operation
Skyview Holdings Corp. (“we”, “us”, “our” or the “Company”) was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
During the next 12 months we anticipate incurring costs related to: (i) filing of Exchange Act reports, and (ii) costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. Our sole officer and director has agreed to provide funding to the Company to pay its annual audit fees and filing costs as long as the Board of Directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.
The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.
Because we currently do not have any business operations, we have not had any revenues since January 11, 2007 (inception) to June 30, 2008. Total expenses for the three and six months ended June 30, 2008 were $500 and $1,020 compared to $500 and $5,672 for the three and six months ended June 30, 2007. Total expenses from inception to June 30, 2008 were $16,084. These expenses consisted primarily of organizational, professional fees and outside services. The Company incurred a net loss of $500 and $1,020 for the three and six months ended June 30, 2008 compared to $500 and $5,672 for the three and six months ended June 30, 2007, and $16,084 for the period from January 11, 2007 (inception) to June 30, 2008. It is unlikely that we will have any revenues unless we are able to effect a business combination, of which there can be no assurance. At June 30, 2008, we had total assets of $720, total liabilities of $16,754 and a working capital deficit of $16,034.
Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4T. Controls and Procedures.
The Company’s Principal Executive Officer and Principal Financial Officer has evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, such officer has concluded that, as of June 30, 2008, these disclosure controls and procedures were effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
Item 5. Other Information.
Item 6. Exhibits.
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) |
| | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) |
| | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) |
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.
| | | SKYVIEW HOLDINGS CORP. (Registrant) | |
| | | | |
| | | | |
| Dated: August 11, 2008 | By: | /s/ Donald R. McKelvey | |
| | | Donald R. McKelvey, President | |
| | | (Principal Executive Officer and | |
| | | Principal Accounting and Financial | |
| | | Officer) | |
