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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 March 31, 2008
|_| 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 |_|
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 |_| Accelerated filer |_|
Non-accelerated filer |_| 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 |_|
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 May 1, 2008.
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PART I - FINANCIAL INFORMATION
SKYVIEW HOLDINGS CORP.
Index to Financial Information
Period Ended March 31, 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
2
PART I
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.
3
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
- --------------------------------------------------------------------------------
ASSETS
March 31,
2008 December 31,
(Unaudited) 2007
Current Assets:
Cash and Equivalents $ 470 $ 240
------------ ------------
Total Assets $ 470 $ 240
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accrued Expense $ 7,250 $ 8,500
Due to officer/shareholder 8,754 6,754
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Total Liabilities 16,004 15,254
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Shareholders' Equity (Deficiency):
Preferred Stock, $0.00001 par value,
2,500,000 shares authorized
None issued and outstanding 0 0
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 (15,584) (15,064)
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Total Shareholders' Equity (Deficiency) (15,534) (15,014)
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Total Liabilities and Shareholders' Equity (Deficiency) $ 470 $ 240
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD ENDED JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007 FOR THE PERIOD ENDED JANUARY 11, 2007 (INCEPTION)
THROUGH MARCH 31, 2007
FOR THE THREE MONTHS ENDED MARCH 31, 2008
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January 11, January 11,
2007 2007
Three Months (Inception) (Inception)
Ended To To
March 31, 2008 March 31, 2007 March 31, 2008
REVENUE: $ -- $ -- $ --
EXPENSES:
Professional fees 500 4,000 14,000
Organizations Expenses -- 339 339
Outside Services -- 833 1,225
Bank Service Charge 20 -- 20
-------------- -------------- --------------
Net Loss $ (520) $ (5,172) $ (15,584)
============== ============== ==============
Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00)
============== ============== ==============
Weighted average shares used in
calculating Basic and diluted net loss
per share
5,000,000 5,000,000 5,000,000
============== ============== ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007
FOR THE THREE MONTHS ENDED MARCH 31, 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 -- -- (520) (520)
--------- ------ -------- --------
Balance at March 31, 2008 5,000,000 $ 50 $(15,584) $(15,534)
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007 FOR THE PERIOD JANUARY 11,
2007 (INCEPTION) THROUGH MARCH 31, 2007
FOR THREE MONTHS ENDED MARCH 31, 2008
- --------------------------------------------------------------------------------
January 11, 2007 January 11, 2007
Three Months (Inception) (Inception)
Ended To To
March 31, 2008 March 31, 2007 March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (520) $ (5,172) $ (15,584)
Increase in accrued liabilities (1,250) 500 7,250
-------------- -------------- --------------
Net cash used in operations (1,770) (4,672) (8,334)
Cash Flows from Financing Activities:
Officer /shareholder loans 2,000 4,754 8,754
Proceeds from issuance of common stock -- 50 50
-------------- -------------- --------------
Net cash provided by financing activities 2,000 4,804 8,804
Net increase in cash 2,230 4,936 9,274
Cash-Beginning of period 240 -- --
-------------- -------------- --------------
Cash-End of period $ 470 $ 4,936 $ 9,274
============== ============== ==============
Supplemental Disclosure of Cash Flow Information:
Taxes paid $ -- $ -- $ --
============== ============== ==============
Interest paid $ -- $ -- $ --
============== ============== ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
7
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - ACCOUNTING POLICIES AND OPERATIONS
ORGANIZATION
Skyview Holding Corp. (the "Company"), a development stage company, was
incorporated in Delaware on January 11, 2007. At March 31, 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 period ended March 31, 2008 are not necessarily indicative of
the operating results for the entire year.
8
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2008 (UNAUDITED)
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FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company considers that the carrying amount of financial instruments,
including accrued liabilities and due to officer/shareholder approximates fair
value because of the short maturity of these instruments.
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.
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 (Inception) through March 31, 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.
9
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 March 31, 2008. Total
expenses for the three months ended March 31, 2008 were $520. Total expenses
from inception to March 31, 2008 were $15,584. These expenses consisted
primarily of organizational, professional fees and outside services. The Company
incurred a net loss of $520 for the three months ended March 31, 2008 and
$15,584 for the period from January 11, 2007 (inception) to March 31, 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 March 31, 2008, we
had total assets of $470, total liabilities of $16,004 and a working capital
deficit of $15,534.
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.
10
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 March 31, 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.
11
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.
None.
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)
12
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.
SKYVIEW HOLDINGS CORP.
(Registrant)
Dated: May 13, 2008 By: /s/ Donald R. McKelvey
------------ ----------------------
Donald R. McKelvey, President
(Principal Executive Officer and
Principal Accounting and Financial
Officer)
13