================================================================================
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 September 30, 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 Identification No.)
organization)
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 November 1, 2008.
================================================================================
PART I - FINANCIAL INFORMATION
SKYVIEW HOLDINGS CORP.
Index to Financial Information
Period Ended September 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 11
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 12
Item 4T - Controls and Procedures 12
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
- --------------------------------------------------------------------------------
September 30, December 31,
2008 2007
(Unaudited)
Current Assets:
Cash and Equivalents $ 220 $ 240
------------ ------------
Total Assets $ 220 $ 240
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accrued Expense $ 5,500 $ 8,500
Due to officer/shareholder 11,254 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 (16,584) (15,064)
------------ ------------
Total Shareholders' Equity (Deficiency) (16,534) (15,014)
------------ ------------
Total Liabilities and Shareholders' Equity
(Deficiency) $ 220 $ 240
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2008
AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
- --------------------------------------------------------------------------------
January 11, January 11,
Three Three Nine 2007 2007
Months Months Months (Inception) (Inception)
Ended Ended Ended To To
September September September September September
30, 30, 30, 30, 30,
2008 2007 2008 2007 2008
---- ---- ---- ---- ----
REVENUE: $ -- $ -- $ -- $ -- $ --
EXPENSES:
Professional fees 500 -- 1,500 4,500 15,000
Organizations
Expenses -- -- -- 339 339
Outside Services -- 392 -- 1,225 1,225
Bank Service Charge -- -- 20 -- 20
----------- ----------- ----------- ----------- -----------
Net Loss $ (500) $ (392) $ (1,520) $ (6,064) $ (16,584)
=========== =========== =========== =========== ===========
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
5
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
(UNAUDITED)
FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH SEPTEMBER 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 -- -- (1,520) (1,520)
---------- -------- ---------- --------
Balance at September 30, 2008 5,000,000 $ 50 $ (16,584) $(16,534)
========== ======== ========== ========
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 SEPTEMBER 30, 2008
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
- --------------------------------------------------------------------------------
January 11, January 11,
Nine 2007 2007
Months (Inception) (Inception)
Ended To To
September September September
30, 30, 30,
2008 2007 2008
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,520) $ (6,064) $ (16,584)
Increase(Decrease) in accrued liabilities (3,000) -- 5,500
------------ ------------ ------------
Net cash used in operations (4,520) (6,064) (11,084)
Cash Flows from Financing Activities:
Officer/shareholder loans 4,500 6,254 11,254
Proceeds from issuance of common stock -- 50 50
------------ ------------ ------------
Net cash provided from financing activities 4,500 6,304 11,304
Net increase (decrease) in cash (20) 240 220
Cash-Beginning of period 240 -- --
------------ ------------ ------------
Cash-End of period $ 220 $ 240 $ 220
============ ============ ============
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
SEPTEMBER 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 September 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 nine month period ended September 30, 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
SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
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.
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.
9
SKYVIEW HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
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 September 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.
10
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 September 30, 2008. Total
expenses for the three and nine months ended September 30, 2008 were $500 and
$1,520 compared to $392 and $6,064 for the three and nine months ended September
30, 2007. Total expenses from inception to September 30, 2008 were $16,584.
These expenses consisted primarily of organizational, professional fees and
outside services. The Company incurred a net loss of $500 and $1,520 for the
three and nine months ended September 30, 2008 compared to $392 and $6,064 for
the three and nine months ended September 30, 2007, and $16,584 for the period
from January 11, 2007 (inception) to September 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 September 30, 2008, we had total assets of
$220, total liabilities of $16,754 and a working capital deficit of $16,534.
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.
11
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 September 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.
12
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)
13
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: November 11, 2008 By: /s/ Donald R. McKelvey
----------------- ----------------------
Donald R. McKelvey, President
(Principal Executive Officer and
Principal Accounting and Financial Officer)
14