UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the fiscal year ended DECEMBER 31, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Commission file number 000-52480
Skyview Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 35-217663 | |||
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
12913 42nd Ter. West Cortez, FL | 34215 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(941) 794-0394
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(B) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.00001 par value)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x.
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 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
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: x
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 definitions 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the lat business day of the Registrant’s most recently completed second fiscal quarter. Not applicable.
Indicate the Number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Common, $0.00001 par value per share: 3,000,000 outstanding as of April 25, 2011.
Documents Incorporated by Reference: None
2
EXPLANATORY NOTE
Skyview Holdings Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend Item 8 of Part II of its annual report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities Exchange Commission on April 4, 20011 (the “Original Filing”). The purpose of this Amendment No. 1 is to file the report of the Company’s independent registered accounting firm that is in accord with and required by the provisions of Article 3 of Regulation S-X. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 8, as amended, in its entirety. No other revisions or amendments have been made to Part II, Item 8 or to any other portion of the Original Filing. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
SKYVIEW HOLDINGS CORP.
(a Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheets for the years ended December 31, 2010 and 2009 | F-3 |
Statements of Operations for the years ended December 31, 2010 and 2009 and Cumulative from January 11, 2007 (Inception) to December 31, 2010 | F-4 |
Statement of Changes in Stockholders’ Equity (Deficit) from January 11, 2007 (inception) to December 31, 2010 | F-5 |
Statements of Cash Flows for years ended December 31, 2010 and 2009 and Cumulative for the period January 11, 2007 (Inception) to December 31, 2010 | F-6 |
| Notes to Financial Statements | F-7 – F-11 |
F-1
To the Board of Directors and Shareholders
Skyview Holdings, Inc.
Cortez, Florida
Report of Independent Registered Public Accounting Firm
We have audited the balance sheets of Skyview Holdings, Inc. a development stage company as of December 31, 2010 and 2009 and the related statements of operations, shareholder’s equity, and cash flows from January 11, 2007 (date of inception) for the years ending December 31, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skyview Holdings, Inc. as of December 31, 2010 and 2009, the results of operations, statement of shareholders’ deficit and its cash flows from January 11, 2007 (date of Inception) for the year ended December 31, 2010 and 2009 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has incurred net losses since inception, a retained deficit of $20,470 and no working capital, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ R.R. Hawkins and Associates International, a PC
February 20, 2012
Los Angeles, CA
5777 W. Century Blvd. , Suite No. 1500
Los Angeles, CA 90045
T: 310.553.5707 F: 310.553.5337
www.rrhawkins.com
F-2
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 2010 | December 31, 2009 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | - | $ | - | ||||
| Total Assets | $ | - | $ | 350 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accrued expenses | $ | - | $ | 8,650 | ||||
| Shareholder’s loan | - | 13,322 | ||||||
| Total Current Liabilities | - | 21,972 | ||||||
| Total Liabilities | - | 21,972 | ||||||
| Shareholders' Deficit | ||||||||
| Capital stock: | ||||||||
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; 3,000,000 shares and 5,000,000 issued and outstanding at December 31, 2010 and 2009, respectively | 30 | 50 | ||||||
| Additional paid in capital | 20,470 | - | ||||||
| Deficit accumulated during the development stage | (20,500 | ) | (21,672 | ) | ||||
| Total Stockholders’ Deficit | - | (21,622 | ) | |||||
| Total Liabilities and Stockholders’ Deficit | $ | - | $ | 350 | ||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the year ended December 31, 2010 | For the year ended December 31, 2009 | Cumulative from January 11, 2007 (Inception) to December 31, 2010 | ||||||||||
| Revenues: | $ | - | $ | - | $ | - | ||||||
| Operating Expenses: | ||||||||||||
| Professional fees | - | - | 18,850 | |||||||||
| Organization expense | - | - | 339 | |||||||||
| Outside services | 269 | - | 2,712 | |||||||||
| Franchise taxes | 228 | - | 228 | |||||||||
| Bank service charge | - | 20 | 40 | |||||||||
| Total Operating Expenses | 497 | 20 | 22,169 | |||||||||
| Other income (expense) | ||||||||||||
| Gain on forgiveness of debt | 1,669 | - | 1,669 | |||||||||
| Net profit (loss) | $ | 1,172 | $ | (20 | ) | $ | (20,500 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average number of common shares outstanding | 4,797,260 | 5,000,000 | ||||||||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIODS FROM JANUARY 11, 2007 (INCEPTION) TO DECEMBER 31, 2010
| Common Shares | Par Value | Additional Paid in Capital | Accumulated Deficit During Development Stage | Total | ||||||||||||||||
| Balance, January 11, 2007 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Shares issued for cash | 5,000,000 | 50 | - | - | 50 | |||||||||||||||
| Net loss for the year | - | - | - | (15,064 | ) | (15,064 | ) | |||||||||||||
| Balance - December 31, 2007 | 5,000,000 | 50 | - | (15,064 | ) | (15,014 | ) | |||||||||||||
| Net loss for the year | - | - | - | (6,588 | ) | (6,588 | ) | |||||||||||||
| Balance - December 31, 2008 | 5,000,000 | 50 | - | (21,652 | ) | (21,602 | ) | |||||||||||||
| Net loss for the year | - | - | - | (20 | ) | (20 | ) | |||||||||||||
| Balance - December 31, 2009 | 5,000,000 | 50 | - | (21,672 | ) | (21,622 | ) | |||||||||||||
| Redemption of shares | (5,000,000 | ) | (50 | ) | - | - | (50 | ) | ||||||||||||
| Issuance of shares | 3,000,000 | 30 | 20,470 | - | 20,500 | |||||||||||||||
| Net profit for the year | - | - | - | 1,172 | 1,172 | |||||||||||||||
| Balance - December 31, 2010 | 3,000,000 | $ | 30 | $ | 20,470 | $ | (20,500 | ) | $ | - | ||||||||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE CUMULATIVE PERIOD FROM JANUARY 11, 2007 (INCEPTION) TO DECEMBER 31, 2010
For the Year Ended December 31, 2010 | For the Year Ended December 31, 2009 | Cumulative From January 11, 2007 (Inception) to December 31, 2010 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Reconciliation of net profit (loss) to net cash used in operating activities: | ||||||||||||
| Net profit (loss) | $ | 1,172 | $ | (20 | ) | $ | (20,500 | ) | ||||
| Changes in current assets and liabilities: | ||||||||||||
| Decrease in accrued expenses | (8,650 | ) | - | - | ||||||||
| Decrease in stockholders' loans | (13,322 | ) | - | - | ||||||||
| Net cash provided by (used in) operating activities | (20,800 | ) | (20 | ) | (20,500 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | - | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Cash proceeds from shareholders as loan | - | - | - | |||||||||
| Cash proceeds from sale of common stock | 20,450 | - | 20,500 | |||||||||
| Net cash used in financing activities | 20,450 | - | 20,500 | |||||||||
| Net decrease in cash and cash equivalents | (350 | ) | (20 | ) | - | |||||||
| Cash and cash equivalents - beginning of the period | 350 | 370 | - | |||||||||
| Cash and cash equivalents - end of the period | $ | - | $ | 350 | $ | - | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest | $ | - | $ | - | $ | - | ||||||
| Cash paid for income taxes | $ | - | $ | - | $ | - | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Redemption of common shares | $ | 50 | $ | - | $ | - | ||||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-6
SKYVIEW HOLDINGS CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2010
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Skyview Holdings Corp. (the "Company"), a development stage company, was incorporated in Delaware on January 11, 2007. The Company had not yet commenced any formal business operations as of December 31, 2010. All activities to date have been 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 31.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The financial statements of the Company conform to accounting principles generally accepted in the United States of America (U.S. GAAP). The Financial Accounting Standards Board (FASB) is the accepted standard setting body for establishing accounting and financial reporting principles.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. The Company has an accumulated deficit of $20,500 since the inception date of January 11, 2007, working capital deficiency of $0 as of December 31, 2010 and recorded a net profit of $1,172 for the year ended December 31, 2010 primarily as a result of forgiveness of debts. In view of the matters described above, the Company has no assets and no liabilities recorded in the accompanying balance sheet, which in turn is dependent upon the Company's ability to raise additional capital and obtain financing to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the year ended December 31, 2010 towards obtaining additional equity financing and exploring possible merger candidates and expanding the Company’s business. The existing principal shareholders 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.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
F-7
Cash and Cash Equivalents
The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents.
Fair value of Financial Instruments and Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accrued expenses and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no potentially dilutive common shares outstanding as of December 31, 2010.
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of December 31, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
F-8
Recent Accounting Pronouncements
In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.
In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards became effective for us beginning in the fourth quarter of fiscal year 2009 and did not have a significant impact on our consolidated financial statements.
In January 2010, the FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on the Company’s financial statements.
In January 2010, FASB issued Accounting Standards Update ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements are presented separately. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of revised Level 3 disclosure requirements which are effective for interim and annual reporting periods beginning after December 15, 2010. Comparative disclosures are not required in the year of adoption. The Company adopted the provisions of the standard on January 1, 2010, which did not have a material impact on our financial statements.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This amendment addresses both the interaction of the requirements of this Topic with the SEC’s reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events (paragraph 855-10-50-4). All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company does not expect this standard to have any material impact on the Company’s consolidated financial statements.
In March 2010, the FASB issued ASU 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
F-9
In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - SHAREHOLDERS' EQUITY
The Company’s capitalization at December 31, 2010 was 100,000,000 authorized common shares and 2,500,000 authorized preferred shares, both with a par value of $0.00001 per share.
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. On November 24, 2010, pursuant to the terms of a Stock Purchase Agreement, the Company sold 3,000,000 shares of common stock to the current Chief Executive Officer for $20,500, and redeemed 5,000,000 shares of common stock owned by its former officer and shareholders, resulting in change of control. The Company has 3,000,000 shares of common stock outstanding and 0 shares of preferred stock outstanding at December 31, 2010.
NOTE 4 – COMMITMENTS
On December 14, 2010, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) with Vision Technologies, Inc., a Delaware corporation (“VT”) and with Robert “Lee” Thompson, VT’s CEO. Consummation of the share exchange transaction is subject to acceptance by a majority of VT’s shareholders and the completion of audits for both VT and the Company. If the conditions precedent are satisfied, on or about the time of the closing, the parties to the Exchange Agreement will consummate the share exchange, a change of name, and a change of control of the Company. Within 60 days of the closing of the share exchange transaction, the reorganized company will register the shares owned by Tony Frudakis and his assigns. Mr. Frudakis also receives time-limited anti-dilution rights in the Exchange Agreement. The merger is intended to qualify as a “reorganization” for federal income tax purposes. As a result of the exchange transaction, the holders of shares of VT common stock will receive one share of Company common stock for each share of VT common stock held immediately prior to the effective date of the exchange. Each share of Company common stock outstanding immediately prior to the exchange will be cancelled; however, these shares are owned by Tony Frudakis, a party to the Exchange Agreement, who also owns shares of VT common stock. The conditions of merger pursuant to the Exchange Agreement were not satisfied as of December 31, 2010.
NOTE 5: INCOME TAXES
Income tax expense for the year ended December 31, 2010 is summarized as follows:
The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statements of Operations:
| December 31, 2010 | ||||
| Tax expense (credit) at statutory rate - federal | (34% | ) | ||
| State tax expense net of federal tax | - | |||
| Valuation allowance | 34% | |||
| Tax expense at actual rate | - | |||
F-10
The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2010 are as follows:
| December 31, 2010 | ||||
| Deferred tax assets: | ||||
| Net operating loss carry forward | $ | 6,970 | ||
| Total gross deferred tax assets | 6,970 | |||
| Less - valuation allowance | (6,970 | ) | ||
| Net deferred tax assets | $ | - | ||
Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.
The Company’s provision for income taxes differs from applying the statutory U.S. Federal income tax rate to income before income taxes. The primary differences result from deducting certain expenses for financial statement purposes but not for federal income tax purposes.
At December 31, 2010, the Company had net accumulated losses of approximately $20,500 for U.S. federal income tax purposes available to offset future taxable income expiring on various dates through 2030. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance for the years ended December 31, 2010 and 2009 was a decrease of $398 and an increase of $7, respectively.
In the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740-10-15. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company’s financial position. The Company is not under examination for any open tax years.
NOTE 6: SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date these consolidated financial statements were issued.
None.
F-11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |||
| By: | /s/ Tony N. Frudakis | ||
| Tony N. Frudakis | |||
| President | |||
Date: February 22, 2012
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated.
| By: | /s/ Tony N. Frudakis | ||
| Tony N. Frudakis | |||
| Director and President | |||
| Principal Executive Officer | |||
| Principal Financial and Accounting Officer | |||
Date: February 22, 2012
4