Sky Way Aircraft Inc – ‘SB-2/A’ on 12/13/02

On:  Friday, 12/13/02, at 4:13pm ET   ·   Accession #:  1014897-2-154   ·   File #:  333-92336

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment 2 to Sb2                                    73    275K 
 2: EX-5        Attorney's Consent                                     1      7K 
 3: EX-23       Accountant's Consent                                   1      5K 

SB-2/A   —   Amendment 2 to Sb2
Document Table of Contents

SB-2/A
1st Page of 73
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE                                       
COMMISSION ON December 13, 2002                                                 
REGISTRATION NO. 333-92336                                                      

Securities and Exchange Commission                                
Washington D.C. 20549                                   

AMENDMENT 2 TO THE                                    
REGISTRATION STATEMENT UNDER THE                                
SECURITIES ACT OF 1933                                  

Sky Way Aircraft, Inc.                                  
(Exact name of registrant as specified in its charter)                    

Nevada                         48-1256417                                     
(State of    (Primary standard industrial    (I.R.S. employer                 
Incorporation) classification code number) identification number)               

2701 N. Rocky Point Dr., Suite 1150                               
Tampa, FL 33607                                       
(813) 287-9332                                        
(Address and telephone number of Registrant's               
principal executive offices)                  

James S. Kent                                       
2701 N. Rocky Point Dr., Suite 1150                                   
Tampa, FL 33607                                       
(813) 287-9332                                        
(Name, address, and telephone number                              
of Agent for Service of Process)                                

Copies to:                                
Jody M. Walker, Esq.                              
7841 South Garfield Way                               
Littleton, CO 80122                               
(303) 850-7637                                

Approximate Date of Commencement of Proposed Sale                               
to the Public: Effective date of this Registration                              
Statement                                                                       

If any of the securities being registered on this                               
Form are to be offered on a delayed or continuous                               
basis pursuant to Rule 415 under the Securities Act                             
of 1993, check the following box  [  ]                                          

CALCULATION OF REGISTRATION FEE                             

                                                                [Download Table]

Title of Each Class                                                  Amount of 
Securities to be            Shares to be   Valuation   Aggregate   Registration
Registered                  Registered     Per Share    Valuation       Fee    
                                                                               
Common Shares                2,500,000      $17.50    $43,750,000    $10,937.50
Common Shares(1)               750,000      $17.50    $13,125,000    $ 3,281.25
                             ---------                -----------    ----------
                             3,250,000                $56,875,000    $14,218.75

SB-2/A
2nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 2nd

(1)Represents common stock being registered                                     
on behalf of Selling Security Holders.                                          

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION                                  
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY                             
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT                                
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY                               
STATES THAT THIS REGISTRATION STATEMENT SHALL                                   
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH                                  
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL                             
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE                              
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO                              
SAID SECTION 8(a), MAY DETERMINE.                                               

SB-2/A
3rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Sky Way Aircraft, Inc.                                  

$43,750,000                                 
2,500,000 Common Shares                               
At $17.50 per Common Share                            

750,000 common shares on behalf of                                
selling security holders                                  
at $17.50 per common share                              

There is no minimum offering amount                           

The common shares are being offered on a self                                   
underwritten basis by Brent C. Kovar and James                                  
Kent, officers and directors of Sky Way Aircraft.                               

Our offering will commence on the effective date of                             
this prospectus and will terminate no later than                                
December 31, 2003.  The selling security holder                                 
offering will commence when the board of directors,                             
in their sole discretion, terminates the offering                               
or the total offering amount has been received in                               
the primary offering.                                                           

This is our initial public offering and no public                               
market current exists for our securities.   We have                             
not applied to be listed on any trading market or                               
exchange.                                                                       

An investment in our securities involves high risk.                             
Consider carefully the risk factors beginning on                                
page 8 in the prospectus.                                                       

Since there is no minimum amount of shares that                                 
must be sold, the proceeds of the offering may be                               
$0 to $43,750,000.   We may receive no proceeds.                                

Our officers and directors will sell the                                        
securities.  - - -                                                              

Neither the Securities and Exchange Commission, nor                             
any state securities commission has approved or                                 
disapproved of these securities or passed upon the                              
accuracy or adequacy of this prospectus.  Any                                   
representation to the contrary is a criminal                                    
offense.                                                                        

Until              , all dealers that effect                                    
transactions in these securities, whether or not                                
participating in this offering, may be required to                              
deliver a prospectus.   This is in addition to the                              
dealers' obligation to deliver a prospectus when                                
acting as underwriters and with respect to their                                
unsold allotments or subscriptions.                                             

Date:  December 13, 2002                                                        

SB-2/A
4th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 4th

TABLE OF CONTENTS                                                               

                                                                [Download Table]

                                                                  
Summary of the Offering                                          5
Risk Factors                                                     8
   We have not conducted any significant operations               
   Our auditors have express substantial doubt                    
   Our lack of operating history                                  
   We do not currently have sufficient capital                    
   There is no minimum offering amount                            
   Our officers also work for other related entities              
   We will depend on relationships with the airline industry      
   The airline industry' current financial condition              
   We may not be able to establish and maintain                   
      brand recognition                                           
   You will experience immediate dilution                         
   We arbitrarily determined the price of the common shares       
   If our securities have no active trading market                
   Our stock may be thinly traded, highly volatile                
   The selling shareholders may have liability                    
   There may be potential conflicts of interest                   
   Potential sales under Rule 144 may impact the price            
Forward Looking Statements                                      13
Selling Security Holders                                        13
Sky Way Aircraft                                                14
Use of Proceeds                                                 25
Dilution                                                        27
Plan of Operation                                               29
Market for Common Equity and                                      
   Related Stockholder Matters                                  33
Determination of Offering Price                                 34
Plan of Distribution                                            34
Management                                                      36
Principal Shareholders                                          39
Indemnification                                                 40
Certain Transactions                                            41
Description of Securities                                       42
Legal Matters                                                   43
Reports                                                         43
Financial Statements                                            43

SB-2/A
5th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 5th

Summary Of The Offering                             

Corporate History.  Sky Way Aircraft was                                        
incorporated on April 24, 2002 under the laws of                                
the State of Nevada.                                                            

Sky Way Aircraft's principal executive and                                      
administrative offices are located at 2701 N. Rocky                             
Point Drive, Suite 1150, Tampa, Florida, 33607.                                 
These offices consist of 2,500 square feet and are                              
leased on a monthly basis from Sky Way Global at                                
the lease price of $3,000 per month.                                            

Sky Way Aircraft is currently looking at several                                
Tampa Bay locations where we can house our research                             
lab and engineering staff and establish a                                       
monitoring network and operations center.                                       

Development Stage Company.  We are a development                                
stage company and currently have no active                                      
business operations.  We have had no revenues to                                
date and expect to incur losses and administrative                              
expenses until we receive revenues from any of our                              
proposed operations.   We have a deficit                                        
accumulated during the development stage of                                     
$(114,624) for the period from inception on April                               
24, 2002 to July 31, 2002.                                                      

We will need to raise $3,000,000 in the next 12                                 
months to accomplish the following:                                             

-   Execute selected tower site leases and                                
activate towers.                                                                
-   Test and upgrade selected tower site                                  
equipment.                                                                      
-   Contract for tower and equipment                                      
maintenance.                                                                    
-   Test and upgrade selected test aircraft.                              
-   Contract for aircraft equipment                                       
maintenance.                                                                    
-   Corporate and management costs                                        

Operations.   Utilizing the license to a                                        
proprietary technology that has been in commercial                              
use for 18 months and which has been re-engineered                              
for airborne-related applications, Sky Way Aircraft                             
will provide high-speed broadband wireless services                             
to support the homeland security and anti-terrorism                             
issues.  We will also supply private and public                                 
broadband networks, infrastructure and applications                             
that will support and provide services for in-                                  
flight aircraft as well as provide a wireless                                   
nationwide monitoring network.                                                  

SB-2/A
6th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 6th

We have no agreements to provide any services to                                
any governmental agency or airline.                                             

Our main focus will be to provide:                                              
-   in-flight security and surveillance systems                           
supported by a national ground monitoring network                               
which would provide real-time data to local and                                 
federal law enforcement agencies,                                               
-   aircraft flight management systems providing                          
current flight data to the airlines, aircraft parts                             
manufacturers, and various service suppliers.                                   
-   in-flight entertainment and communications                            
systems to include telephone and Internet services.                             
-   private and various broadband services to                             
include                                                                         
- airline VPN - connections between                           
- airline corporate headquarters                              
- national airline offices                                    
- call center support services,                               
- airport management monitoring                               
- various video applications as related to                                
the airline industry.                                                 

Based on their other commitments with Sky Way                                   
Global, LLC, a related entity, our officers are                                 
only required to work part-time for Sky Way                                     
Aircraft.                                                                       

We also intend to utilize this network to provide a                             
variety of high-speed broadband wireless                                        
applications to support the United States                                       
government homeland security and combating                                      
terrorism issues such as:                                                       
-   Emergency communication networks                                      
-   Tele-medicine/SOS International                                       
-   Surveillance and monitoring of                                        
-  chemical                                                   
-  biological                                                 
-  radiological                                               
-  nuclear detectors                                          
-  ports of entry                                             
-  power plants/nuclear waste sites                           
-  oil and gas pipelines                                      
-  detection                                                  
-  warning and protection for the                             
airlines, and ship's cargo containers               

License with Sky Way Global.   The Sky Way Global                               
high-speed transfer proprietary technology was                                  
originally developed by Brent Kovar and the rights                              
to this technology were licensed from Sky Way                                   
Global, LLC to Sky Way Aircraft.  Sky Way Aircraft                              
entered into a ten-year licensing agreement with                                
Sky Way Global, LLC, an entity under common                                     
control, in April 2002 for the exclusive right to                               

SB-2/A
7th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 7th

use the patent pending technology that has the                                  
ability to supply private and public broadband                                  
wireless networks, infrastructure and applications                              
to airborne and ground customers.                                               

This technology has been operating in a commercial                              
environment with a wide customer base in Tampa,                                 
Fl. for 18 months and any remaining development or                              
testing efforts are related to its specific                                     
application to the aircraft business model and the                              
AT&T telephone network.  Sky Way Aircraft believes                              
that all further development and testing in that                                
regard will be completed by end of June 2003.                                   

Sky Way Aircraft shall pay a royalty fee of 5% of                               
gross sales.   The royalty fee will be adjusted                                 
every six months, but is limited to 30% of gross                                
sales.   The agreement is renewable in five-year                                
increments with mutual consent. The agreement may                               
be terminated by either party upon thirty days                                  
written notice.    The license agreement was                                    
signed by Brent and Joy Kovar on behalf of Sky Way                              
Global, LLC. who currently act as our officers and                              
directors.                                                                      

Asset Purchase Agreement.   The above cash                                      
requirements on based, in part, on the November                                 
26, 2002, letter of intent signed by Sky Way                                    
Aircraft with AT&T Wireless Services (Claircom                                  
Communications, Inc), to purchase the AirOne                                    
airborne telephone network.   This operational                                  
network includes 154 domestic and international                                 
tower locations, access to over 2500 private and                                
commercial telephone equipped aircraft and the                                  
rights and patents to a network that was                                        
originally designed and built for over $1.7                                     
Billion dollars.                                                                

Outstanding                                                                     
Securities          7,500,000 common shares                               

The Offering           Up to a maximum of                                       
2,500,000 common shares           
at $17.50 per common share        

There is no minimum amount        
of securities that must be                                                      
sold in this offering and                                                       
accordingly, no minimum                                                         
amount of proceeds that will                                                    
be raised.   Investors may                                                      
end up holding shares in a                                                      
company that has not raised                                                     

SB-2/A
8th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 8th

sufficient proceeds from the      
offering to continue                                                            
operations and has an                                                           
illiquid small market for                                                       
its shares.                                                                     

Offering termination   On or before December 31, 2003                           

Selling Security                                                                
Holders                750,000 shares at $17.50                                 
per common share                  

The Selling Security              
Holders offering will             
commence after the board of       
directors, in their sole          
discretion, have terminated       
the primary offering or the       
entire offering amount has        
been sold.                        

Plan of Distribution.   Our officers and directors                              
are offering the common shares on a self-                                       
underwritten basis.                                                             

No Escrow Account   There is no minimum offering                                
amount and no escrow account has been established.                              
All proceeds from this offering will be deposited                               
directly into the operating account of Sky Way                                  
Aircraft.                                                                       

Public Market    There is no public market for the                              
common shares.                                                                  

Use of Proceeds.   Sky Way Aircraft will use the                                
net proceeds of the offering over the next twelve                               
months to commence operations, fund the asset                                   
purchase and for working capital.                                               

Risk Factors                                      

1.   We have not conducted any significant                                      
operations to date and have not generated any                                   
revenues.   You may lose your entire investment.                                

Since our incorporation on April 24, 2002, our                                  
activities have been principally devoted to                                     
positioning ourselves to achieve our business                                   
objectives.  We have had no revenues to date and                                
expect to incur losses and administrative expenses                              
even when we begin to receive revenues from any of                              
our proposed operations.   We have a deficit                                    
accumulated during the development stage of                                     

SB-2/A
9th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 9th

$(114,624) for the period from inception on April                               
24, 2002 to July 31, 2002.    If we cannot                                      
generate revenues, you may lose your entire                                     
investment.                                                                     

2.   Our auditors have expressed substantial doubt                              
about our ability to continue as a going concern.                               

Our auditors have expressed reservations                                        
concerning our ability to continue as a going                                   
concern.  They have stated in their report that                                 
there is substantial doubt about our ability to                                 
continue as a going concern.   We have not yet                                  
received any revenues and will continue to incur                                
losses.                                                                         

3.   Our lack of operating history makes it                                     
difficult to assess future results.                                             

We do not have an operating history that could                                  
enable you to assess our future results.    We may                              
never achieve profitable operations.                                            

4.   We do not currently have sufficient capital                                
to meet our financial needs for the next twelve                                 
months.    You may lose your entire investment.                                 

We do not currently have sufficient capital to                                  
meet our financial needs for the next twelve                                    
months.  If we do not raise even minimal funds,                                 
our officers and directors have verbally agreed to                              
provide the funds necessary to maintain minimal                                 
administrative operations, not to exceed $20,000                                
until other funding opportunities are identified.                               
If operations require more than $20,000, we may                                 
not be able to continue even minimal operations.                                
We estimate that our operating costs for the next                               
twelve months to be approximately $3,000,000.                                   

5.   There is no minimum offering amount.   We may                              
not sell sufficient common shares in this offering                              
to complete our business plan.                                                  

Any funds received from the sale of common shares                               
will be immediately available to Sky Way Aircraft.                              
There is no escrow account or minimum offering                                  
amount that must be raised before funds can be                                  
released.   We may not raise sufficient funds to                                
continue operations.  Investors may end up holding                              
shares in a company that has not raised sufficient                              
proceeds from the offering to continue operations.                              

SB-2/A
10th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 10th

6.   Our officers also work for other related                                   
entities and are only available to work on a part                               
time basis for Sky Way Aircraft.  Operations may                                
not increase due to their limited involvement.                                  

Brent Kovar as president and James S. Kent, as                                  
chief executive officer are required to work a                                  
minimum of 20 hours per week each for Sky Way                                   
Aircraft.   We may not be able to increase                                      
operations due to the limited time availability by                              
our officers, which could reduce our                                            
profitability.   We do not currently have any                                   
employment agreements with our officers but plan                                
to identify additional senior management personnel                              
as quickly as possible and enter into appropriate                               
employment agreements.                                                          

7.   We will depend on relationships with the                                   
airline industry and the Homeland Security                                      
agencies.  If we cannot develop these                                           
relationships, we will not be profitable and you                                
may lose your entire investment.                                                

We do not currently have any relationships within                               
the airline industry.  Development and                                          
distribution of our services will be highly                                     
dependent on establishing relationships with                                    
aviation/aerospace product and service providers                                
as well as airlines, air charter companies,                                     
corporate flight departments and Governmental                                   
agencies responsible for the Homeland Security                                  
Issues.   Our operations may never become                                       
profitable if we cannot establish the necessary                                 
relationships to distribute our services.                                       

8.  The airline industry's current financial                                    
condition has caused airlines to postpone, and in                               
some cases, cancel new technology investments.                                  

The aftermath of September 11, 2001 has had a                                   
negative effect on the airline industry's                                       
financial condition.   As a result, airlines have                               
postponed and, in some cases, cancel new                                        
technology investments.  We cannot assure you that                              
the airlines will enter into agreements with us.                                
We may not be able to penetrate the targeted                                    
markets.                                                                        

9.   If we cannot establish and maintain brand                                  
recognition of Sky Way Aircraft, we will not be                                 
able to successfully conduct our operations.   You                              
could lose your entire investment.                                              

SB-2/A
11th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 11th

We believe brand recognition will become more                                   
important due to the growing number of competitors                              
and the relatively low barriers to entry.    If we                              
cannot establish and maintain brand recognition,                                
our operations will be negatively effected and you                              
could lose your entire investment.  We may not be                               
able to compete successfully against current and                                
future competitors who are better financed than                                 
Sky Way Aircraft.                                                               

10.  You will experience immediate dilution of at                               
least $13.13 or 75.03% of your investment if we                                 
raise the entire offering amount and at least                                   
$16.28 or 93.03% of your investment if we raise                                 
only $10,000,000.                                                               

Immediately after the offering, if we raise the                                 
entire amount, the book value per common share                                  
will decrease by $13.13 or 75.03% less than the                                 
offering price.    If we only raise 25% of the                                  
total offering amount, the book value per common                                
share will decrease by $16.28 or 93.03% less than                               
the offering price.                                                             

11.   We arbitrarily determined the price of the                                
common shares and the price does not reflect the                                
actual value of our company.                                                    

We have total assets of only $35,201 as of July                                 
31, 2002.   The price of the common shares does                                 
not reflect the actual value of Sky Way Aircraft.                               
We arbitrarily determined the price based on the                                
funds needed.                                                                   

12.   If our securities have no active trading                                  
market, you may not be able to sell your common                                 
shares easily.                                                                  

We do not have a public market for our securities,                              
nor can we assure you that a public market will                                 
ever develop.  We have not applied to be listed on                              
any trading market or exchange.   Consequently,                                 
you may not be able to liquidate your investment                                
in the event of an emergency or for any other                                   
reason.                                                                         

13.   Even if our stock is approved for quotation                               
by a market maker, our stock may be thinly traded,                              
highly volatile and not followed by analysts.                                   

We will apply to have our stock quoted on NASD                                  
over-the-counter bulletin board or on the pink                                  
sheets.   Stocks quoted through the NASD over-the-                              

SB-2/A
12th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 12th

counter bulletin board or the National Quotation                                
Bureau pink sheets are usually thinly traded,                                   
highly volatile and not followed by analysts.                                   

14.  There may be potential conflicts of interest                               
due to the fact that officers and directors are                                 
also selling security holders.                                                  

Brent Kovar and Joy Kovar, officers and directors                               
of Sky Way Aircraft are also selling security                                   
holders.   As a result, there may be less due                                   
diligence performed in conjunction with the                                     
offering than would be performed in an underwritten                             
offering.   Circumstances may arise where Brent                                 
Kovar and Joy Kovar might not have an interest in                               
fully promoting the offering if the offering may                                
reduce the opportunity for them to sell their own                               
shares.   They paid only $.001 per common share and                             
could receive up to $9,450,000 is they sell all of                              
their common shares being registered in this                                    
offering.                                                                       

15.     The tradability in our stock will be                                    
limited under the penny stock regulation.                                       

If the trading price of our common stock is less                                
than $5.00 per share, trading in the common stock                               
would also be subject to the requirements of Rule                               
15g-9 under the Exchange Act.   Under this rule,                                
broker/dealers who recommend low-priced securities                              
to persons other than established customers and                                 
accredited investors must satisfy special sales                                 
practice requirements. The broker/dealer must make                              
an individualized written suitability determination                             
for the purchaser and receive the purchaser's                                   
written consent prior to the transaction.                                       

SEC regulations also require additional disclosure                              
in connection with any trades involving a "penny                                
stock", including the delivery, prior to any penny                              
stock transaction, of a disclosure schedule                                     
explaining the penny stock market and its                                       
associated risks. Such requirements severely limit                              
the liquidity of the common stock in the secondary                              
market because few broker or dealers are likely to                              
undertake such compliance activities. Generally,                                
the term penny stock refers to a stock with a                                   
market price of less than $5.00 per share.                                      

16.   Potential sales under Rule 144 may impact                                 
the price of our stock should a public trading                                  
market ever develop.                                                            

SB-2/A
13th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 13th

We have a large number of restricted shares                                     
outstanding and we may issue additional restricted                              
common shares pursuant to private business                                      
transactions.  Any sales under Rule 144 after the                               
applicable holding period may have a depressive                                 
effect upon the market price of our common shares                               
and investors in this offering.                                                 

Forward-Looking Statements                                

The statements contained in this prospectus that                                
are not historical fact are forward-looking                                     
statements that which can be identified by the use                              
of forward-looking terminology such as "believes,"                              
"expects," "may," "will," "should," or                                          
"anticipates" or the negative thereof or other                                  
variations, thereon or comparable terminology, or                               
by discussions of strategy that involve risks and                               
uncertainties.   We have made the forward-looking                               
statements with management's best estimates                                     
prepared in good faith.                                                         

Because of the number and range of the assumptions                              
underlying our projections and forward-looking                                  
statements, many of which are effected by                                       
significant uncertainties and contingencies that                                
are beyond our reasonable control, some of the                                  
assumptions inevitably will not materialize and                                 
unanticipated events and circumstances may occur                                
subsequent to the date of this prospectus.                                      

These forward-looking statements are based on                                   
current expectations, and we will not update this                               
information other than required by law.                                         
Therefore, the actual experience of Sky Way                                     
Aircraft, and results achieved during the period                                
covered by any particular projections and other                                 
forward-looking statements, should not be regarded                              
as a representation by Sky Way Aircraft, or any                                 
other person, that we will realize these estimates                              
and projections, and actual results may vary                                    
materially.  We cannot assure you that any of                                   
these expectations will be realized or that any of                              
the forward-looking statements contained herein                                 
will prove to be accurate.                                                      

Selling Security Holders                                      

Sky Way Aircraft shall register pursuant to this                                
prospectus 750,000 common shares currently                                      
outstanding for the account of the following                                    
individuals or entities.  The percentage owned                                  
prior to and after the offering reflects all of the                             

SB-2/A
14th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 14th

then outstanding common shares.  The amount and                                 
percentage owned after the offering assumes the                                 
sale of all of the common shares being registered.                              

                                                        [Enlarge/Download Table]

Name                      Amount          Total Number        % Owned       Number of    % Owned 
                          Being              Owned            Prior to     Shares Owned    After 
                        Registered         Currently          offering  After offering   offering
                                                                                                 
KH-01(1)            540,000        5,400,000        72.0%   4,860,000     48.60%                 
ARJ Associates(2)  150,000        1,500,000        20.0%   1,350,000     13.50%                  
Venture Group(3)    60,000          600,000         8.0%     540,000      5.40%                  

(1)KH-O1 is controlled by Brent Kovar, Glenn Kovar                            
and Joy Kovar.  Brent Kovar and Joy Kovar are                                   
officers and directors of Sky Way Aircraft.                                     

(2)ARJ Associates is controlled by Alan R.                                      
Josselyn.                                                                       

(3)Ventures Group is controlled by Steve Bowers,                                
Ron Jepson and Fred Bowman who would be deemed to                               
be beneficial owners.                                                           

Sky Way Aircraft                                    

Corporate History.   Sky Way Aircraft was                                       
incorporated on April 24, 2002 under the laws of                                
the State of Nevada.   Sky Way Aircraft's                                       
principal executive and administrative offices are                              
located at 2701 N. Rocky Point Drive, Suite 1150,                               
Tampa, Florida, 33607.   These offices consist of                               
4,500 square feet and are leased on a monthly                                   
basis from Sky Way Global at the lease price of                                 
$3,000 per month.                                                               

Sky Way Aircraft is currently looking at several                                
Tampa Bay locations where we can establish our                                  
national monitoring network and operations center.                              
This center would be the headquarters of the                                    
national network, which would provide the 24-hour                               
aircraft monitoring services.   In the beginning,                               
we intend that the premises shall consist of                                    
approximately 2500 square feet and be a disaster                                
operation class 5 raised floor bunker facility.                                 
This facility will have the ability to expand up to                             
100,000 square feet and will be available to                                    
provide support services as the daily operations                                
expand.                                                                         

Business Activities.   We are a development stage                               
company and currently have no active business                                   
operations.  We have had no revenues to date and                                
expect to incur losses and administrative expenses                              

SB-2/A
15th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 15th

until we receive revenues from any of our proposed                              
operations.   We have a deficit accumulated during                              
the development stage of $(114,624) for the period                              
from inception on April 24, 2002 to July 31, 2002.                              

We will need to raise $3,000,000 in the next 12                                 
months to accomplish the following:                                             

-   Execute selected tower site leases and                                
activate towers.                                                                
-   Test and upgrade selected tower site                                  
equipment.                                                                      
-   Contract for tower and equipment                                      
maintenance.                                                                    
-   Test and upgrade selected test aircraft.                              
-   Contract for aircraft equipment                                       
maintenance.                                                                    
-   Corporate and management costs                                        

Utilizing the license to a proprietary technology                               
that has been in commercial use for 18 months and                               
which has been re-engineered for airborne-related                               
applications, Sky Way Aircraft will provide high-                               
speed broadband wireless services to support the                                
homeland security and anti-terrorism issues.  We                                
will also supply private and public broadband                                   
networks, infrastructure and applications that will                             
support and provide services for in-flight aircraft                             
as well as provide a wireless nationwide monitoring                             
network.                                                                        

We have no agreements to provide any services to                                
any governmental agency or airline.                                             

Based on their other commitments with Sky Way                                   
Global, LLC, a related entity, our officers are                                 
only required to work part-time for Sky Way                                     
Aircraft.                                                                       

License with Sky Way Global.   The Sky Way Global                               
high-speed transfer proprietary technology was                                  
originally developed by Brent Kovar and the rights                              
to this technology were licensed from Sky Way                                   
Global, LLC to Sky Way Aircraft.  Sky Way Aircraft                              
entered into a ten-year licensing agreement with                                
Sky Way Global, LLC, an entity under common                                     
control, in April 2002 for the exclusive right to                               
use the patent pending technology that has the                                  
ability to supply private and public broadband                                  
wireless networks, infrastructure and applications                              
to airborne and ground customers.                                               

SB-2/A
16th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 16th

This technology has been operating in a commercial                              
environment with a wide customer base in Tampa,                                 
Fl. for 18 months and any remaining development or                              
testing efforts are related to its specific                                     
application to the aircraft business model and the                              
AT&T telephone network.  Sky Way Aircraft believes                              
that all further development and testing in that                                
regard will be completed by end of June 2003.                                   

Sky Way Aircraft shall pay a royalty fee of 5% of                               
gross sales.   The royalty fee will be adjusted                                 
every six months, but is limited to 30% of gross                                
sales.   The agreement is renewable in five-year                                
increments with mutual consent. The agreement may                               
be terminated by either party upon thirty days                                  
written notice.    The license agreement was                                    
signed by Brent and Joy Kovar on behalf of Sky Way                              
Global, LLC. who currently act as our officers and                              
directors.                                                                      

Using this technology, the airline will have                                    
access to real-time data feeds from the aircraft                                
both airborne and on the tarmac.   Practical                                    
applications are a proactive approach to                                        
monitoring aircraft systems.   This technology                                  
provides an interface to digital flight data                                    
recorder, other data capture equipment onboard the                              
aircraft, thereby alerting operations of potential                              
maintenance issues prior to the aircraft landing                                
and reaching its destination.                                                   

A video link is provided to monitor activities in                               
the cockpit and cabin of the aircraft.   The video                              
feed can be viewed in real time or stored and                                   
viewed as needed.   A two-way video feed is                                     
provided for medical care in assisting crewmembers                              
or on-board medical personnel in emergency                                      
situations.   This remote control from the ground                               
could also be coupled with the capability of                                    
releasing a sleeping agent as a deterrent against                               
terrorists injuring passengers or destroying the                                
aircraft.                                                                       

Management is of the opinion that in-flight high                                
speed connection will also provide a significant                                
increase in customer and entertainment services                                 
including:                                                                      
-   Internet access                                                       
-   telephone services                                                    
-   videos on demand                                                      
-   audio on demand                                                       
-   online shopping and                                                   
-   many other in-flight entertainment                                    
services.                                                                     

SB-2/A
17th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 17th

Preliminary Flight Testing.   The technology                                    
has been successfully flight-tested utilizing a                                 
Lear 60 and Challenger 600A chartered jets with                                 
very encouraging results.  Preliminary testing,                                 
utilizing a temporary internal airborne antenna                                 
and computer system, attained bandwidth speeds of                               
6-8 Mbps at an altitude of 35,000 feet and a speed                              
of 450 knots.   Based on current communication                                  
technology in use, and discussions with aerospace                               
service providers and airlines, achieving results                               
of 4-6 Mbps would provide a significant increase                                
in airborne communication capabilities and would                                
provide several revenue generating opportunities                                
through the development and offering of additional                              
products and services.                                                          

Currently Sky Way Aircraft and the Engineering                                  
Department, University of South Florida are in the                              
process of signing an agreement to have USF assist                              
in the testing and further analysis utilizing the                               
Lear 60 and Challenger 600A jet airlines to                                     
determine specific radio and antenna                                            
configuration, increased throughput, and measure                                
reliability and coverage.  Sky Way Aircraft will                                
continue to evaluate:                                                           
-   video cameras,                                                              
-   internal and external antenna,                                              
-   in-flight data from flight data recorder,                                   
-   in flight Internet to the seat, and                                         
-   on-demand video and music.                                                  

Sky Way Global financed airborne test results for                               
October 2002 and May 2, 2002 and will work with                                 
USF to continue technical support and testing. The                              
Sky Way Aircraft technology has exceeded those                                  
expectations posed by the AT&T Technical                                        
Engineering Review Group when the AT&T network was                              
under development.  The original performance of                                 
the system was to be able to provide between 56                                 
kbps-112 kbps to and from the aircraft covering an                              
area of approximately 200 miles radius.                                         

Utilizing the newly acquired AT&T ground based                                  
network and the Sky Way technology, will permit                                 
Sky Way Aircraft to impact on all air-to-ground                                 
communications currently not available to                                       
commercial aircraft.                                                            

Based upon the location of the Tampa ground                                     
monitoring station, at 35,000 feet, air coverage                                
is estimated to be within a radius of 300 miles                                 
from any ground based antenna.   These preliminary                              
tests indicate that with the installation of a                                  
permanently installed external antenna and                                      

SB-2/A
18th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 18th

computer systems, an increase in bandwidth to 12-                               
15 Mbps is possible. It has been determined that a                              
maximum of 10-12 Mbps would be required to                                      
transport all the required aircraft data and that                               
the optimally 300 air mile coverage would be more                               
than sufficient to support all possible aircraft-                               
related applications.                                                           

In order to provide uninterrupted coverage to                                   
airborne aircraft, the signal will be passed from                               
ground station to ground station where the signal                               
will actually be provided by two ground stations                                
simultaneously.  As the signal weakens from the                                 
first ground station and strengthens to the second                              
ground station, the second ground station will take                             
over providing the primary signal to the aircraft.                              

Some services the technology can provide are:                                   

-   real-time video up to 30 frames per second,                           
multiple camera video surveillance systems that                                 
can provide both zoom and pan options cover all                                 
areas from the cockpit to cabin, utilization while                              
airborne or on the tarmac.                                                      
-   Direct wireless connection with various                               
government agencies (FAA, CIA, FBI, etc.)                                       
-   Air to ground link for Smart Aircraft of                              
all flight control, which enables ground agencies                               
to fly and land the aircraft from the ground.                                   
-   Provide in flight video conferencing for                              
medical services.                                                               
-   Monitor aircraft avionics.   Providing                                
direct wireless connection between the aircraft                                 
and airport maintenance personnel for real-time                                 
reporting of aircraft health and welfare systems.                               
-   Passenger and employee security                                       
identification readers.                                                         
-   Provide airport management monitoring.                                
-   Secure communications between the aircraft                            
and ground facilities utilizing a proven military                               
level encryption service of 128 to 448 bits.                                    
-   Airline VPN - connections between airline                             
corporate headquarters, various national airline                                
offices and airline call center support services.                               
-   Data storage facilities and                                           
-   An Internet connection, providing a variety                           
of services to the aircraft, which include e-mail                               
service, voice over IP and movies on-demand.                                    

Asset Purchase Agreement.   On November 26, 2002,                               
letter of intent signed by Sky Way Aircraft with                                
AT&T Wireless Services (Claircom Communications,                                
Inc), to purchase the AirOne airborne telephone                                 
network.   This operational network includes 154                                

SB-2/A
19th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 19th

domestic and international tower locations, access                              
to over 2500 private and commercial telephone                                   
equipped aircraft and the rights and patents to a                               
network that was originally designed and built for                              
over $1.7 Billion dollars.                                                      

Utilizing the AT&T Wireless nationwide network, Sky                             
Way Aircraft will provide private and public high-                              
speed broadband wireless services, network                                      
infrastructure and related applications.   These                                
sub-areas would include:                                                        
-   in-flight security and surveillance systems                         
supported by a national ground monitoring network,                              
-   aircraft flight management systems,                                   
-   in-flight entertainment and communications                            
systems,                                                                        
-   private and various broadband services to                             
include                                                                         
- airline VPN - connections between                           
airline corporate headquarters                            
- national airline offices                                    
- call center support services,                               
- airport management monitoring                               
- various video applications as related to the                            
airline industry.                                                               

Using the same deployed network as above, we also                               
intend to provide a variety of high-speed broadband                             
wireless applications and communications data link                              
networks which will support the United States                                   
government homeland security and combating                                      
terrorism issues such as:                                                       
-   emergency communication networks                                      
-   surveillance and monitoring of                                        
-  chemical                                                   
-  biological                                                 
-  radiological                                               
-  nuclear detectors                                          
-  ports of entry                                             
-  power plants/nuclear waste sites                           
-  oil and gas pipelines                                      
-  detection                                                  
-  warning and protection for the                             
airlines, and                                       
-   ship's cargo containers                                                     

Business Strategy.  Based upon the                                    
acquisition of the AT&T network, continued private                              
funding support and demonstrations for potential                                
customers and investor groups, Sky Way Aircraft                                 
anticipates initial deployment and testing in the                               
commercial airline market August 2003.                                          

SB-2/A
20th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 20th

The Sky Way Aircraft applications will continue to                              
undergo testing, further development, and FAA and                               
FCC certification to ensure that the technology is                              
readily available for commercial and business                                   
aircraft applications. The current equipment                                    
utilized on-board the aircraft and in the AT&T                                  
network system have been previously certified and                               
approved by the FCC and FAA.   The off-the-shelf                                
equipment, utilized by Sky Way Aircraft, has been                               
previous certified by the manufacture as approved                               
by the FAA. In discussions with AT&T Wireless and                               
representatives of the FCC and FAA, it has been                                 
determined that, with the addition of the Sky Way                               
Aircraft technology, this approval and                                          
recertification may be accomplished within the                                  
next 90 days. Further testing and demonstrations                                
with key aerospace service providers and related                                
applications, either existing or under development                              
will continue to provide any improvements or                                    
increase in performance required                                                

Our target markets include these service providers                              
to be used as integrators of the technology                                     
through partnerships and agreements.  Joint                                     
marketing programs are also being negotiated which                              
will assist in the sale, marketing and                                          
distribution of Sky Way Global's technology to                                  
existing customers of the aerospace service                                     
providers.                                                                      

On February 8, 2002, WorldCom, an Internet and                                  
network communications solutions company, accepted                              
Sky Way Global into the WorldCom Digital Ventures                               
Program.   This program provides Sky Way Global                                 
and ultimately Sky Way Aircraft, a comprehensive                                
range of telecommunications services including                                  
Network Co-location Services and Data Center                                    
Facilities of more than 2,500 point of presence                                 
(POP) locations covering more than 65 countries                                 
including the United States, Canada, Europe, and                                
the Pacific Rim.                                                                

As a result of their strategic locations, these                                 
sites could be used as a part of or to supplement                               
the AT&T ground monitoring station network where                                
data from the aircraft can be collected and                                     
distributed throughout the national network.  Sky                               
Way Global and Sky Way Aircraft executives, as                                  
well as other industry experts have examined the                                
current WorldCom business situation and have                                    
determined that as a result of the amount of                                    
services WorldCom is providing to both the                                      
commercial and governmental agencies, the                                       
possibility of WorldCom not being able to provide                               
the necessary services are minimal and well within                              

SB-2/A
21st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 21st

the acceptable risk.  However, and due to the                                   
uncertain nature of WorldCom's ability to continue                              
to provide these services, we are currently in                                  
discussions with other internet and communication                               
service providers and potential co-location                                     
partners to provide the backup services, and to                                 
take over the offering of primary services to Sky                               
Way Aircraft, if required.                                                      

In April 2002 Sky Way Global demonstrated their                                 
technology for Rockwell/Collins.  As a direct                                   
result of the demonstration, Rockwell Collins has                               
identified their Video Intelligence System (VIS),                               
which is currently under testing and development                                
with a major commercial airline, as a possible                                  
joint business opportunity.                                                     

On May 30, 2002, Rockwell Collins has agreed to                                 
provide their experimental airplane to be used in                               
conjunction with the testing and development                                    
phases their Video Intelligence System and the Sky                              
Way technology.  As of September 2002, several                                  
meetings have been held with Rockwell-Collins to                                
further demonstrate the capabilities of the Sky                                 
Way technology, to determine compatibility with                                 
Rockwell's VIS, and to develop a test plan which                                
would include testing and demonstration flights                                 
aboard a yet to be determined commercial airline.                               
The Rockwell VIS system, when coupled with the Sky                              
Way technology, would provide Sky Way Aircraft and                              
Rockwell Collins the opportunity to develop the                                 
air-to-ground communications link required to                                   
transmit the needed data and video stream to and                                
from a commercial aircraft.                                                     

Sky Way Aircraft is currently reviewing the terms                               
of a Memorandum of Understanding that will outline                              
the scope of a possible relationship and which                                  
identifies the Next Steps between the two                                       
companies.                                                                      

As a result of a demonstration held in October                                  
2001, where local media personnel were invited to                               
participate, Sky Way Aircraft has continue to                                   
maintain news relationships with local stations of                              
CBS, NBC, ABC, FOX and CNN and has offered to                                   
provide in-flight broadcasts to demonstrate the                                 
capabilities of the Sky Way Aircraft licensed                                   
technology.  It is our plan to provide a series of                              
demonstrations in major cities, including                                       
Washington D.C. and New York City to coincide with                              
our commercial airline testing to emphasize and                                 
bring attention to our services.                                                

SB-2/A
22nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 22nd

Revenue Generation.   Initially, Sky Way Aircraft                               
intends to generate revenue through the licensing                               
of the technology to select aerospace service                                   
providers in conjunction with existing and future                               
applications being provided to commercial and                                   
business aircraft operators.                                                    

In addition, Sky Way Aircraft will provide the                                  
communication link, Internet and in-flight                                      
entertainment services.  This approach will allow a                             
more favorable and timely deployment of the Sky Way                             
Global technology into revenue generating projects.                             
Since this technology will allow for significant                                
enhancements to the current communications                                      
capabilities, development of new applications will                              
take time.  By being able to integrate with                                     
existing applications, revenue based on these                                   
applications can be realized much more quickly.                                 

Existing applications currently being considered                                
are:                                                                            
-   Capture and transmission of flight data and                                 
voice recorders in real time to the ground.  -                                  
-   Lessens the urgency to locate 'black box' in                                
the event of a crash,                                                           
-   Transmission of aircraft avionics data from                                 
the plane to the ground,                                                        
-   Cabin Video Surveillance,                                                   

Future applications could include:                                              
-   Up-selling of full service camera and server                                
equipment,                                                                      
-   Internet ad time to advertisers,                                            
-   Telephone service (To be developed in                                       
conjunction with existing providers of air phone                                
service to address current market and regulatory                                
requirements)                                                                   
-   In-flight entertainment service                                             
-  Full internet service                                                        
-  Ability to access corporate intranets                                        
-  E-mail access                                                                
-  Movies/music on-demand                                                       
-  Shopping                                                                     

Competition.   We will compete by price and                                     
service.   The prices or price ranges for our                                   
services will vary depending on services provided.                              

In addition, we also compete directly with other                                
communication providers.  Since Sky Way Aircraft                                
plans to offer the licensing of our software, along                             
with providing the communication service to the                                 
aircraft, other companies offering, or proposing to                             
offer internet, video and other services could be                               

SB-2/A
23rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 23rd

potential partners as opposed to competitors.                                   
Where these companies plan to offer a similar                                   
service to the industry, Sky Way Aircraft's                                     
advantage will continue to be based on price and                                
the ability to provided a higher degree of                                      
capabilities.  We will need to finalize agreements                              
with key service providers, and to deploy the                                   
technology quickly.  Connexion by Boeing and                                    
Tenzing currently offer similar products and                                    
services to the airlines and are satellite based                                
and more expensive.  While their products and may                               
be similar to that offered by Sky Way Aircraft,                                 
their technology is limited in its throughput and                               
does not currently allow for a full range of                                    
services that can be provided by utilizing Sky                                  
Way's technology.  Our key disadvantage is that                                 
these companies have begun marketing their products                             
and services and have established airline                                       
customers.  Our key advantage is that, based on in-                             
house reseach, our products and services will be                                
more cost effective for the airlines, the airline                               
may participate in revenue sharing, and have the                                
ability to provide more services.  With the current                             
financial difficulties of the airlines, the number                              
of airlines who have purchased the services of                                  
Boeing and Tenzing is extremely limited.                                        

We intend to keep the fees at a competitive rate as                             
new competitors enter the market in this area.                                  

As a result of the events of September 11, 2001,                                
there has been increased focus on products and                                  
service that relate to aviation security.  The                                  
current financial situation within the aviation                                 
business has, however, weakened this market in the                              
short term.  - - -  Sky Way Aircraft must build                                 
relationships with aerospace service providers who                              
are capable of integrating the Sky Way Global                                   
technology into their current and future                                        
applications.                                                                   

While the commercial and business aircraft                                      
operators remain the ultimate customer, working                                 
through partnerships with these integrators will                                
allow Sky Way Aircraft to further develop and                                   
better package our licensed technology.  The market                             
for information and security products and services                              
is highly competitive and competition is expected                               
to continue to increase significantly.   There are                              
no substantial barriers to entry in these markets,                              
and we expect that competition will continue to                                 
intensify.   Although we currently believe that the                             
diverse segments of the Internet market will                                    
provide opportunities for more than one supplier of                             

SB-2/A
24th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 24th

products and services similar to ours, it is                                    
possible that a single supplier may dominate one or                             
more market segments. We will compete with many                                 
other providers of informational services on the                                
Internet.                                                                       

Information obtained from other companies working                               
with the airlines have indicated that the airlines                              
are looking for opportunities to increase their                                 
revenue stream.  Our business model provides for                                
installation of the necessary equipment aboard the                              
aircraft with access to all the Internet, in-flight                             
entertainment services and telephone services for                               
the airline.                                                                    

Government Regulation.                                                          
Sky Way Aircraft intends to be a wireless network                               
communication provider offering broadband service                               
to airborne aircraft.  The AT&T network operates in                             
the private frequency band of 850MHz to 859MHz                                  
range.  The FCC approved license and FAA                                        
certifications are to be transferred to Sky Way                                 
Aircraft as part of the network acquisition. This                               
situation is being monitored as further testing is                              
performed and if this becomes necessary, we                                     
anticipate that such additional licensing would be                              
obtained without complication or disruption in                                  
service. The possibility to operate in other                                    
licensed frequencies is being investigated as                                   
possible alternatives that would allow for a better                             
grade of service and reduce any potential                                       
disruption to our customers.  All equipment                                     
currently being used within the AT&T network has                                
been FCC certified and FAA approved.                                            

The equipment that will be used and which is                                    
currently on board all aircraft are components that                             
have already been approved either by the FAA or                                 
certified individually by the manufacturer.  Sky                                
Way Aircraft is currently in discussions with AT&T                              
Wireless and the FAA to determine if any further                                
certifications and/or approvals will be required.                               
We are also in discussions with key aerospace                                   
equipment providers to obtain assistance in the                                 
certification of Sky Way Aircraft's equipment in                                
conjunction with these provider's equipment and                                 
applications.  Based on initial discussion and                                  
testing, we do not anticipate any issues with                                   
obtaining any approvals, authorization or                                       
certifications that may be required.  The                                       
timeliness of obtaining such certifications could                               
delay bringing the system into production and delay                             
the realization of revenue.                                                     

SB-2/A
25th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 25th

Use of Proceeds                                       

Assuming $1,000,000, $5,000,000 $10,000,000,                                    
$20,000,000, $30,000,000 or $43,750,000 of the                                  
common shares are sold, the net proceeds of the                                 
offering will be used as set forth in the following                             
tables.   We may not raise sufficient capital to                                
begin our operations.                                                           

                                                                [Download Table]
                                    Assuming                       Assuming        
                                $1,000,000 raised    %    $5,000,000 raised       %
                                                                                   
Gross proceeds                   $1,000,000      100.00%     $5,000,000     100.00%
Offering expenses                    62,608        6.26%         62,608       1.25%
                                 ----------     -------      ----------     -------
Net proceeds                       $937,392       93.74%     $4,937,392      98.75%
Lease office space and                                                             
 related construction                93,738        9.37%         93,738       1.87%
Office equipment and                                                               
  furniture                          46,870        4.69%         46,870        .94%
Utilities and services               18,748        1.87%         18,748        .37%
Licenses                             28,122        2.81%         28,122        .56%
Marketing                           187,478       18.75%        187,478       3.75%
Advertising                         140,609       14.06%        140,609       2.81%
Hiring of executive and                                                            
 corporate support personnel        140,609       14.06%        140,609       2.81%
Continue inflight testing and                                                      
  analysis                          140,609       14.06%        140,609       2.81%
Commence hiring and training                                                       
  of installation and testing                                                      
  teams                             140,609       14.06%        140,609       2.81%
Upgrade research and development                                                   
  and operations center                   -          --         812,522      16.25%
Purchase, install and test                                                         
  ground monitoring equipment             -          --         812,522      16.25%
Commence hiring and training                                                       
  of monitoring teams                     -          --         749,912      15.00%
Lease WorldCom facility                                                            
  co-location sites 1-30                  -          --         812,522      16.25%
Aircraft equipment purchase,                                                       
     installation and text                -          --         812,522      16.25%

      Total Expended              $ 937,392       93.74%     $4,937,392      98.75%
                                                        [Enlarge/Download Table]
                                  Assuming                      Assuming             
                             $10,000,000 raised      %     $20,000,000 raised     %  
                                                                                     
Gross proceeds                 $10,000,000        100.00%    $20,000,000      100.00%
Offering expenses                   62,608           .63%        62,608          .31%
                                ----------    ----------     -----------     ------- 
Net proceeds                   $ 9,937,392         99.37%    $19,937,392       99.69%
Lease office space and                                                               
 related construction               93,738           .94%         93,738         .47%

SB-2/A
26th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 26th

Office equipment and                                                                 
  furniture                         46,870           .47%         46,870         .23%
Utilities and services              18,748           .19%         18,748         .09%
Licenses                            28,122           .28%         28,122         .14%
Marketing/Advertising              328,087          3.28%      1,278,087        6.39%
Hiring of executive and                                                              
 corporate support personnel       140,609          1.41%        140,609         .70%
Continue in-flight testing and                                                       
  analysis                         140,609          1.41%        140,609         .70%
Hiring and training of                                                               
  installation and testing                                                           
  teams                          1,040,609         10.41%      3,315,000       16.58%
Upgrade research and development                                                     
  and operations center          1,992,224         19.92%      3,250,000       16.25%
Purchase, install and test                                                           
  ground monitoring equipment    1,494,183         14.94%      3,250,000       16.25%
Hiring and training of                                                               
  monitoring teams               2,490,306         24.90%      3,250,000       16.25%
Lease WorldCom facility                                                              
  co-location sites 1-30                 -            --       1,875,609        9.38%
Aircraft equipment purchase,                                                         
     installation and test       2,123,287         21.23%      3,250,000       16.25%
                               -----------         ------    -----------       ------
      Total Expended           $ 9,937,392         99.37%    $19,937,392       99.69%
                                                        [Enlarge/Download Table]
                                Assuming                           Assuming          
                            $30,000,000 raised        %     $43,750,000 raised    %  
                                                                                     
Gross proceeds                 $30,000,000         100.00%   $43,750,000      100.00%
Offering expenses                   62,608            .21%        62,608         .14%
                                ----------     ----------    -----------   --------- 
Net proceeds                   $29,937,392          99.79%   $43,687,392       99.86%

Lease office space and                                                               
 related construction               93,738            .31%        93,738         .21%
Office equipment and                                                                 
  furniture                         46,870            .16%        46,870         .11%
Utilities and services              18,748            .06%        18,748         .04%
Licenses                            28,122            .09%        28,122         .06%
Marketing/Advertising            1,278,087           4.26%     1,278,087        2.92%
Hiring of executive and                                                              
 corporate support personnel       140,609            .47%       140,609         .32%
Continue in-flight testing and                                                       
  analysis                         140,609            .47%       140,609         .32%
Hiring and training of                                                               
  installation and testing                                                           
  teams                          3,315,000         11.05%      3,315,000        7.58%
Upgrade research and development                                                     
  and operations center          3,315,000         11.05%      3,315,000        7.58%
Purchase, install and test                                                           
  ground monitoring equipment    3,234,091         10.78%      7,062,122       16.14%

SB-2/A
27th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 27th

Commence hiring and training                                                         
  of monitoring teams            3,234,091         10.78%      5,296,591       12.11%
Lease WorldCom facility                                                              
  co-location sites 1-30         2,156,061          7.19%      7,062,122       16.14%
Aircraft equipment purchase,                                                         
     installation and test       8,624,244         28.75%     10,593,183       24.21%
Lease international office                                                           
 space and related construction          -            --       1,765,530        4.04%
Establish international anti-                                                        
  terrorism monitoring networks  4,312,122         14.37%      3,531,061        8.07%

      Total Expended           $29,937,392         99.79%    $43,687,392       99.86%

If we raise less than $1,000,000, we shall utilize                              
the proceeds on a pro rata basis on the areas                                   
listed above.                                                                   

If we do not raise even minimal funds, our officers                             
and directors have verbally agreed to provide the                               
funds necessary to maintain operations, not to                                  
exceed $20,000.   These amounts are planned to be                               
through an advance to Sky Way Aircraft that would                               
bear no interest and would be due on demand.                                    

The actual allocation of funds will depend on Sky                               
Way Aircraft's success and growth.  If results do                               
not meet our requirements, we will reallocate the                               
proceeds among the other contemplated uses of                                   
proceeds, as prudent business practices dictate.                                

Pending application by Sky Way Aircraft of the net                              
proceeds of this offering, such proceeds may be                                 
invested in short-term, interest-bearing                                        
instruments.                                                                    

Dilution                                    

Persons purchasing common shares in this offering                               
will suffer a substantial and immediate dilution to                             
the net tangible book value of their common shares                              
below the public offering price.                                                

The following table illustrates the per common                                  
share dilution as of the date of this prospectus,                               
which may be experienced by investors upon reaching                             
the levels as described below.                                                  

Assuming $1,000,000 raised and a total of 7,557,143                             
common shares outstanding                                                       

SB-2/A
28th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 28th

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors                .0884         
                                                            -----         
Pro Forma net tangible book value per common                              
   share after offering                                                .11
                                                                     -----
Dilution to investors                                               $17.39
Dilution as a percent of offering price                     99.37%        

Assuming $5,000,000 raised and a total of 7,785,715 common                      
shares outstanding                                                              

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors                .6416         
                                                           ------         
Pro Forma net tangible book value per common                              
   share after offering                                                .62
                                                                    ------
Dilution to investors                                               $16.88
Dilution as a percent of offering price                    96.46%         

Assuming $10,000,000 raised and a total of                                      
8,071,429 common shares outstanding                                             

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors               1.2316         
                                                          -------         
Pro Forma net tangible book value per common                              
   share after offering                                               1.21
                                                                     -----
Dilution to investors                                               $16.29
Dilution as a percent of offering price                    93.09%         

Assuming $20,000,000 raised and a total of                                      
8,642,857 common shares outstanding                                             

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors               2.3116         
                                                          -------         
Pro Forma net tangible book value per common                              
   share after offering                                               2.29
                                                                    ------
Dilution to investors                                               $15.21
Dilution as a percent of offering price                     86.91%        

SB-2/A
29th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 29th

Assuming $30,000,000 raised and a total of                                      
9,214,286 common shares outstanding                                             

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors               3.2526         
                                                          -------         
Pro Forma net tangible book value per common                              
   share after offering                                               3.23
                                                                    ------
Dilution to investors                                               $14.27
Dilution as a percent of offering price                    81.54%         

Assuming $43,750,000 raised and a total of                                      
10,000,000 common shares outstanding                                            

                                                                [Download Table]
                                                                          
Offering price                                                      $17.50
Net tangible book value per common share before offering  $(.0216)        
Increase per Share attributable to investors               4.3716         
Pro Forma net tangible book value per common              -------         
   share after offering                                               4.35
                                                                    ------
Dilution to investors                                               $13.15
Dilution as a percent of offering price                   75.14%          

Further Dilution.  We may issue additional                                      
restricted common shares pursuant to private                                    
business transactions.  Any sales under Rule 144                                
after the applicable holding period may have a                                  
depressive effect upon the market price of our                                  
common shares and investors in this offering upon                               
conversion.                                                                     

Plan of Operation                                     

Trends and Uncertainties.     The demand for                                    
enhanced communication services to the                                          
airline/aviation industry is very high.  Other than                             
the Sky Way Global technology, other current                                    
technology is extremely limited in its ability to                               
transport large amounts of data from the aircraft                               
to the ground, and is very costly due to the use of                             
satellite transmission equipment.  With the                                     
proliferation of Internet access and use, demand                                
for this type of service by the traveling public                                
will continue to increase.  In addition to the                                  
above, the increased requirement for aviation                                   
security has created additional demand for the                                  
transport of information (data, voice, video and                                
audio) in order to monitor airborne activities.                                 

SB-2/A
30th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 30th

While we cannot disregard the current economic                                  
environment, along with the effects of September                                
11, 2001 on the financial condition of the                                      
airlines, a high degree of uncertainty exists in                                
the aviation industry's ability and/or willingness                              
to invest in new technology.  This is especially                                
true where the potential return on such investments                             
may not be immediate.  Improvement in the overall                               
economic conditions and in the aviation industry                                
will be certainly critical to the level of success                              
of Sky Way Aircraft.  However, Sky Way Aircraft's                               
business plan is to provide a financial model which                             
will present to the airlines a method of providing                              
them with a revenue sharing opportunity and a                                   
significant decrease in costs as related to the in-                             
flight entertainment services, increase performance                             
in the flight management services and the aircraft                              
communications link.  We also believe that the                                  
government will eventually mandate the in-flight                                
surveillance security systems.  This may provide                                
government funding assistance.                                                  

Sky Way Aircraft will continue to pursue the many                               
opportunities, which exist in supporting the anti-                              
terrorism and Homeland Security issues.  Sky Way                                
Aircraft will also continue reviewing the                                       
opportunities available in the purchasing of the                                
AT&T wireless nation-wide network.                                              

Capital and Source of Liquidity.  All of the                                    
initial working capital has been obtained from the                              
issuance of common shares and from related party                                
advances.  Sky Way Aircraft issued 7,500,000 shares                             
of common stock for payment of organization costs                               
of $1,870, services valued at $5,630.   On April                                
30, 2002, Sky Way Global LLC, an entity under                                   
common control, had advanced $26,725 to Sky Way                                 
Aircraft.  Additionally, Sky Way Global, LLC, on                                
May 1, 2002, advanced Sky Way Aircraft an                                       
additional $1,000.   The advances bear no interest.                             

For the three months ended July 31, 2002, Sky Way                               
Aircraft did not pursue any investing activities.                               

For the three months ended July 31, 2002, Sky Way                               
Aircraft received advances from Sky Way Global,                                 
LLC, a related party, of $115,600 and paid stock                                
offering costs of $5,500 resulting in net cash                                  
provided by financing activities of $110,100.                                   
These stock offering costs were for consulting,                                 
attorney and accounting fees related to the                                     
preparation of this offering.                                                   

SB-2/A
31st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 31st

For the period from inception (April 24, 2002) to                               
April 30, 2002, Sky Way Aircraft did not pursue any                             
investing activities.   For the period from                                     
inception (April 24, 2002) to April 30, 2002, Sky                               
Way Aircraft received advances from a related party                             
of $26,725 and paid stock offering costs of $26,725                             
resulting in net cash provided by financing                                     
activities of $0.   These stock offering costs were                             
paid to ARJ Associates related to consulting                                    
regarding the preparation of this offering.                                     

We currently have no working capital and will rely                              
on further issuance of common stock and loans to                                
continue operations until completion of the                                     
offering.     We will need to raise $3,000,000 in                               
the next 12 months to accomplish the following:                                 

-   Execute selected tower site leases and                                
activate towers.                                                                
-   Test and upgrade selected tower site                                  
equipment.                                                                      
-   Contract for tower and equipment                                      
maintenance.                                                                    
-   Test and upgrade selected test aircraft.                              
-   Contract for aircraft equipment                                       
maintenance.                                                                    
-   Corporate and management costs                                        

If we raise only $2,000,000, we will not have to                                
raise additional funds in the next twelve months.                               
Sky Way Aircraft anticipates that the proceeds from                             
this offering, together with projected cash flow                                
from operations, will be sufficient to meet                                     
estimated capital expenditures for the next 24-36                               
months.  There is no minimum amount of securities                               
that must be sold.   If cash flows do not develop                               
as anticipated, Sky Way Aircraft will be required                               
to try to obtain additional sources of capital, yet                             
to be identified.                                                               

On a long-term basis, liquidity is dependent on the                             
commencement of operation and receipt of revenues,                              
additional infusions of capital, and debt                                       
financing.   Sky Way Aircraft will limit its                                    
operations in the short term to minimize the Sky                                
Way Aircraft believes that additional capital and                               
debt financing in the short term will allow Sky Way                             
Aircraft to increase its marketing and sales                                    
efforts and thereafter result in increased revenue                              
and greater liquidity in the long term.                                         

However, there can be no assurance that Sky Way                                 
Aircraft will be able to obtain additional equity                               
or debt financing in the future, if at all.                                     

SB-2/A
32nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 32nd

Results of Operations.   For the three months ended                             
July 31, 2002, Sky Way Aircraft did not receive any                             
revenues.   For the three months ended July 31,                                 
2002, Sky Way Aircraft had general and                                          
administrative expenses of $16,624 and research and                             
development costs of $92,600.                                                   

For the period from inception to April 30, 2002,                                
Sky Way Aircraft did not receive any revenues.                                  

For the period from inception to April 30, 2002,                                
Sky Way Aircraft had general and administrative                                 
expenses of $5,400.                                                             

Plan of Operation.   Sky Way Aircraft is in the                                 
development stage and has not conducted any                                     
significant operations to date or received                                      
operating revenues.  Our auditors have expressed                                
reservations concerning our ability to continue as                              
a going concern.  They have stated in their report                              
that there is substantial doubt about our ability                               
to continue as a going concern.   We have not yet                               
received any revenues and will continue to incur                                
losses.   We intend to pursue successful completion                             
of offering or pursue other types of equity or debt                             
financing to commence operations and obtain the                                 
necessary revenues to remove the going concern                                  
qualification from the audit opinion. Sky Way                                   
Aircraft can satisfy our cash requirements in the                               
next 24-36 months if we can successfully complete                               
this offering or through loans from affiliated                                  
entities, our officers and directors.                                           

Officers and directors have agreed to provide the                               
minimal funds we require to maintain operations                                 
through additional advances not to exceed $20,000.                              
There are no specific repayment terms.                                          

Over the next twelve months, we will continue to                                
seek any necessary funding from other sources and                               
will begin meeting with United States government                                
officials on the proposals to the Department of                                 
Transportation for Airline Safety Bill and other                                
United States Government and military agencies to                               
find applications for our technology.                                           

Additionally, we will continue marketing to the                                 
major airlines and related companies and complete                               
the development or acquisition of a network that                                
will provide real-time monitoring nationwide.                                   

Network expansion to include establishing business                              
alliances with current vendors and contacting                                   
search engines to gain national exposure of our                                 
proposed website and forming major networking                                   

SB-2/A
33rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 33rd

partnerships with vendors whose products and                                    
services may be better served with our enabling                                 
technology.                                                                     

The failure to do any of the above will not cause                               
us to change our business plan or business focus.                               

Upon funding of less than $1,000,000, the use of                                
proceeds shall be utilized on a pro rata basis for                              
the purposes described.   Nominal expenses will be                              
paid to obtain greater exposure of our services.                                
As we begin to generate revenues, we shall review                               
advertising expansion options.   As funding allows,                             
we will conduct expanded advertising activities.                                

Other than described in the use of proceeds                                     
section, we do not expect to purchase any plant or                              
significant equipment.   If the offering is                                     
successful, we do not expect immediate significant                              
changes in the number of employees to conduct                                   
operations.                                                                     

Sky Way Aircraft may experience problems; delays,                               
expenses, and difficulties sometimes encountered by                             
an enterprise in Sky Way Aircraft's stage of                                    
development, many of which are beyond Sky Way                                   
Aircraft's control.  These include, but are not                                 
limited to, unanticipated problems relating to the                              
development of the system, production and marketing                             
problems, additional costs and expenses that may                                
exceed current estimates, and competition.                                      

Market for Common Equity and                                        
Related Stockholder Matters                                         

At the present time, there is no market for our                                 
common shares.                                                                  

We have three holders of record.                                                

Since inception we have not paid any dividends.  We                             
intend to use any profits for operations and do not                             
intend to pay dividends.                                                        

If the trading price of our common stock is less                                
than $5.00 per share, trading in the common stock                               
would also be subject to the requirements of Rule                               
15g-9 under the Exchange Act. Under this rule,                                  
broker/dealers who recommend low-priced securities                              
to persons other than established customers and                                 
accredited investors must satisfy special sales                                 
practice requirements. The broker/dealer must make                              

SB-2/A
34th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 34th

an individualized written suitability determination                             
for the purchaser and receive the purchaser's                                   
written consent prior to the transaction.                                       

SEC regulations also require additional disclosure                              
in connection with any trades involving a "penny                                
stock", including the delivery, prior to any penny                              
stock transaction, of a disclosure schedule                                     
explaining the penny stock market and its                                       
associated risks. These requirements severely limit                             
the liquidity of the common stock in the secondary                              
market because few brokers or dealers are likely to                             
undertake compliance activities. Generally, the                                 
term penny stock refers to a stock with a market                                
price of less than $5.00 per share.   A market in                               
our stock may never develop due to these                                        
restrictions.                                                                   

Determination of Offering Price                               

The offering price of the common shares were                                    
arbitrarily determined by Sky Way Aircraft based on                             
how much funding was needed and what percentage of                              
Sky Way Aircraft current shareholders would retain                              
after the offering without any consideration of the                             
actual value of our company or what the market                                  
might pay for our stock.                                                        

Plan of Distribution                                      

Sky Way Aircraft offering.  The common shares are                               
being offered by Brent C. Kovar and James Kent,                                 
officers and directors of Sky Way Aircraft.                                     
Consequently, there may be less due diligence                                   
performed in conjunction with this offering than                                
would be performed in an underwritten offering.                                 
Although they are associated persons of us as that                              
term is defined in Rule 3a4-1 under the Exchange                                
Act, they are deemed not to be a broker for the                                 
following reasons:                                                              

-   They are not subject to a statutory                                   
disqualification under the Exchange Act at the time                             
of their participation in the sale of our                                       
securities.                                                                     

-   They will not be compensated for their                                
participation in the sale of our securities by the                              
payment of commission or other remuneration based                               
either directly or indirectly on transactions in                                
securities.                                                                     

SB-2/A
35th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 35th

-   They are not an associated person of a                                
broker or dealer at the time of their participation                             
in the sale of our securities.                                                  

Any officer or director involved with the                                       
distribution of the stock will act in reliance on                               
and in compliance with Rule 3a4-1.                                              

As of the date of this prospectus, no broker has                                
been retained by us for the sale of securities                                  
being offered.   In the event we retain a broker                                
who may be deemed an underwriter; an amendment to                               
our registration statement will be filed.                                       

Management, principal shareholders or their                                     
affiliates may not acquire common shares in the                                 
offering.                                                                       

No Minimum Offering Amount or Escrow Account.                                   
There is no minimum offering amount and therefore,                              
no escrow account has been established.  Any funds                              
received from the offering will be deposited                                    
directly into the operating account of Sky Way                                  
Aircraft.                                                                       

Selling security holder offering.   The selling                                 
security holder offering of 750,000 common shares                               
at $17.50 per common share will begin on the                                    
effective date of the prospectus and terminate on                               
or before December 31, 2003.                                                    

We are registering common shares on behalf of                                   
selling security holders in this prospectus. We                                 
will not receive any cash or other proceeds in                                  
connection with the subsequent sale.   We are not                               
selling any common shares on behalf of selling                                  
security holders and have no control or affect on                               
these selling security holders.                                                 

Brent Kovar and Joy Kovar, officers and directors                               
of Sky Way Aircraft are also selling security                                   
holders.   Conflicts may arise where Brent Kovar                                
and Joy Kovar might not have an interest in fully                               
promoting the offering if the offering may reduce                               
the opportunity for them to sell their own shares.                              
To limit this conflict, Brent Kovar and Joy Kovar,                              
as principals of KH-01, have agreed not to offer or                             
sell any of their securities until Sky Way Aircraft                             
has terminated the offering.                                                    

SB-2/A
36th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 36th

No member of management, promoter or anyone acting                              
at their direction is expected to recommend,                                    
encourage or advise investors to open brokerage                                 
accounts with any broker-dealer that is obtained to                             
make a market in our securities.                                                

We will disseminate information regarding any                                   
broker-dealers that make a market in our securities                             
in the future, if any, to our shareholders as part                              
of ongoing communication.                                                       

Offering Period. The offering period will commence                              
on the date of this prospectus and will terminate                               
on December 31, 2003.                                                           

Management                      

Executive Officers and Directors                                                

Our executive officers and directors and their                                  
business experience follows:                                                    

                                                                [Download Table]

Name                            Position                 Period Served 
                                                                       
James S. Kent, age 64       Chief Executive Officer/      July 12, 2002
                                 Director                    to present

Brent C. Kovar, age 35            President/Director         Inception 
                                                            to present 
James Dublikar, age 49       Chief Financial Officer/                  
                              Senior Vice President/      July 12, 2002
                            Airline Industry Coordinator     to present

Joy Carson Kovar, age 66    Corporate Secretary/Director     Inception 
                                                             to present

Resumes:                                                                        
James S. Kent - Mr. Kent has been director of                                   
business operations for Sky Way Global since 2000.                              
From 1998 to 1999, Mr. Kent served as director of                               
operations for Satellite Access Systems, Inc., a                                
satellite services company where he was responsible                             
for the day-to-day operations.  From 1997 to 1998                               
he served as a senior management consultant for                                 
Booz, Allen & Hamilton, a major government                                      
contractor and national/international business                                  
consulting firm providing program and financial                                 
management services to the U. S. Government.  From                              
1980 to 1997, Mr. Kent served in various government                             
contract management positions providing financial                               
and program management services supporting national                             

SB-2/A
37th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 37th

communications and intelligence projects for the                                
Department of Defense, National Security Agency,                                
and Department of the Navy.                                                     

Brent C. Kovar - As president and director of                                   
research and development and engineering, Mr.                                   
Kovar founded Sky Way Global in 2000, a high speed                              
broadband wireless service company.    From 1996                                
to 2000, Mr. Kovar served as the executive vice                                 
president and director of research and development                              
for Satellite Access Systems, a satellite services                              
company. In 1990, Mr. Kovar founded PC, Ltd., a                                 
company that produced specialty-designed remote                                 
controlled arm and RF/communications related                                    
products, and until 1996, he served as president                                
and director of new product engineering.  From                                  
1987 to 1989, he was associated with Jacobs                                     
Engineering, an national engineering company in                                 
Pasadena, California.  From 1986 to 1987, Mr.                                   
Kovar worked with Falcon Communications as a                                    
wireless communications engineer.  Mr. Kovar                                    
earned a Bachelor of Science degree from Devry                                  
Institute and is currently pursuing seminars and                                
programs with a goal of masters degree.                                         

James A. Dublikar - Mr. Dublikar has been                                       
president of Dublikar & Associates LLC from 2000                                
to present, a company that provides aviation                                    
consulting services in the areas of finance,                                    
airline operations, risk management and                                         
information technology.   From 1984 through 1999,                               
Mr. Dublikar was employed by Comair Holdings,                                   
Inc., a regional airline with headquarters at the                               
Cincinnati/Northern Kentucky International Airport                              
and held several different management positions.                                
He served as director of finance and data                                       
processing from 1984-1993, director of information                              
technology and Risk Management from 1994 through                                
1999.   Responsibilities included: financial                                    
management, accounting and auditing functions,                                  
financial reporting, revenue accounting, all                                    
information technology (staff management and                                    
development, software applications,                                             
infrastructure, budgeting and project management).                              
Mr. Dublikar was also responsible for all                                       
insurance programs, claims, contract negotiation                                
and administration.                                                             

Mr. Dublikar earned his Bachelor of Science degree                              
in business administration with a major in                                      
accounting and finance from Xavier University in                                
1975.                                                                           

SB-2/A
38th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 38th

Joy Carson Kovar - Mrs. Kovar started working for                               
Sky Way Global in 2000 as vice president of                                     
corporate services responsible for administrative                               
support, human relations and accounting services.                               
Her early experience in personnel work was gained                               
during 1957 to 1960 for the Department of                                       
Agriculture and later with the Air Force in 1963                                
and 1964.                                                                       

In 1960, Mrs. Kovar started Communication Skills                                
Laboratory, in Pasadena, California.  She conducted                             
classes for hundreds of business people.  From 1964                             
to 1993, Mrs. Kovar worked in the field of                                      
education.  In addition to classroom experience she                             
worked in school administration, including Federal                              
programs for improvement and State of California                                
team for school inspection.                                                     

She completed a Bachelor of Arts at Arizona State                               
University in 1957 and a Masters of Arts in 1978 at                             
Redlands University, California with postgraduate                               
work at UCLA.                                                                   

Executive Compensation                                                          

                                                                [Download Table]
                               Annual Compensation                           
Name and                     --------------------------    Long-term         
Principal Position   Year   Salary(1)  Bonus    Awards   Compensation   Other
------------------   ----   ------     -----    ------   ------------   -----
                                                                             
Brent Kovar                                                                  
President             2002   $   --       --        --         --      $5,400

Joy Kovar                                                                    
Corporate Secretary   2002   $   --       --        --         --      $5,400

Jim Kent                                                                     
CEO                   2002   $   --      --       --          --          -- 

James Dublikar                                                               
CFO, Senior V.P.      2002   $   --       --       --          --          --

(1) represents payment of organizational costs $1,870                           
and non-cash services rendered valued at $3,530.                                
The value of the shares received by the officers using                          
the sale price of the common shares being sold in                             
this offering would be $94,500,000.                                             

Upon successful completion of the offering, we will                             
enter into written employment agreements with our                               
current officers and any key employees yet to be                                
named.                                                                          

SB-2/A
39th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 39th

As of the date of this registration statement, we                               
have no funds available to pay directors. Further,                              
none of the directors are accruing or will accrue                               
any compensation pursuant to any agreement with us.                             

Principal Shareholders                              

The following tabulates holdings of common shares                               
of Sky Way Aircraft (on a fully diluted basis) by                               
each person who, at the date of this prospectus,                                
holds of record or is known by management to own                                
beneficially more than 5.0% of the common shares                                
and, in addition, by all directors and officers of                              
Sky Way Aircraft individually and as a group.                                   

                                                                [Download Table]

                                                Percentage of    
                            Number & Class      Common Shares    
Name and Address             of Shares          Prior to offering
                                                                 
KH-01 Ventures(1)             5,400,000             72.0%        
121 6th Street East                                              
Tierra Verde, FL 33715                                           

Brent C. Kovar(1)             5,400,000             72.0%        
121 6th Street East                                              
Tierra Verde, FL 33715                                           

James S. Kent                         0              0.00%       
8721 28th St. Cir. East                                          
Parrish, FL 34219                                                

James A. Dublikar                     0              0.00%       
822 Riverwatch Dr.                                               
Crescent Springs, KY 4107                                        

Joy C. Kovar(1)               5,400,000              72.0%       
2701 N. Rocky Point Dr.                                          
Suite 1150                                                       
Tampa, FL 33607                                                  

All Directors & Officers                                         
as a group (4 persons)        5,400,000              72.0%       

Ventures Group(2)                600,000              6.0%       
1325 S. 800 East                                                 
Orem, Utah  84097                                                

Steve Bowers(2)                  600,000              6.0%       
1325 S. 800 East                                                 
Orem, Utah  84097                                                

SB-2/A
40th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 40th

Ron Jepson(2)                    600,000              6.0%       
1325 S. 800 East                                                 
Orem, Utah  84097                                                

Fred Bowman(2)                   600,000              6.0%       
1325 S. 800 East                                                 
Orem, Utah  84097                                                

ARJ Associates(3)               1,500,000           20.00%       
1325 South 800 East, Suite 315                                   
Orem, Utah 84057                                                 

Alan Josselyn(3)                1,500,000           20.00%       
1325 South 800 East, Suite 315                                   
Orem, Utah 84057                                                 

(1)KH-01 Ventures is controlled by Brent Kovar,                                 
Glenn Kovar and Joy Kovar.                                                      
(2) Ventures Group is controlled by Steve Bowers,                               
Ron Jepson and Fred Bowman who would be deemed a                                
beneficial owners of the 600,000 common shares held                             
by Ventures Group.                                                              
(3)ARJ Associates is controlled by Alan R. Josselyn                             
who would be deemed a beneficial owner of the                                   
1,500,000 common shares held by ARJ Associates.                                 

Pursuant to Rule 13d-3 under the Securities                                     
Exchange Act of 1934, as amended, beneficial                                    
ownership of a security consists of sole or shared                              
voting power (including the power to vote or direct                             
the voting) and/or sole or shared investment power                              
(including the power to dispose or direct the                                   
disposition) with respect to a security, whether                                
through a contract, arrangement, understanding,                                 
relationship, or otherwise.  Unless otherwise                                   
indicated, each person indicated above has sole                                 
power to vote, or dispose or direct the disposition                             
of all shares beneficially owned.                                               

Brent Kovar, Glenn Kovar, Joy Kovar, ARJ Associates                             
and Venture Group would be deemed to be promoters                               
of Sky Way Aircraft.                                                            

We do not know of any arrangements, including any                               
pledge by any personnel, which would result in a                                
change of control of Sky Way Aircraft.                                          

Indemnification                                 

- - - The Nevada Revised Statutes allow a company                             
to indemnify its officers, directors, employees,                                
and agents from any threatened, pending, or                                     
completed action, suit, or proceeding, whether                                  
civil, criminal, administrative, or investigative,                              
except under certain circumstances.                                             

SB-2/A
41st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 41st

Indemnification may only occur if a determination                               
has been made that the officer, director,                                       
employee, or agent acted in good faith and in a                                 
manner, which such person believed to be in the                                 
best interests of the company. A determination may                              
be made by the shareholders; by a majority of the                               
directors who were not parties to the action,                                   
suit, or proceeding confirmed by opinion of                                     
independent legal counsel; or by opinion of                                     
independent legal counsel in the event a quorum of                              
directors who were not a party to such action,                                  
suit, or proceeding does not exist.                                             

Provided the terms and conditions of these                                      
provisions under Nevada law are met, officers,                                  
directors, employees, and agents of Sky Way                                     
Aircraft may be indemnified against any cost,                                   
loss, or expense arising out of any liability                                   
under the '33 Act. Insofar as indemnification for                               
liabilities arising under the '33 Act may be                                    
permitted to directors, officers and controlling                                
persons of Sky Way Aircraft.  Sky Way Aircraft has                              
been advised that in the opinion of the Securities                              
and Exchange Commission, such indemnification is                                
against public policy and is, therefore,                                        
unenforceable.                                                                  

Certain Transactions                            

Family Relationships.   Joy Kovar is the mother of                              
Brent Kovar and Glenn Kovar is the father of Brent                              
Kovar.                                                                          

During April 2002, Sky Way Aircraft issued                                      
5,400,000 shares of common stock to KH-01, an                                   
entity controlled by Brent Kovar, Joy Kovar and                                 
Glenn Kovar, promoters, officers/shareholders of                                
Sky Way Aircraft or entities related to them for                                
payment of organization costs of $1,870 and non-                                
cash services rendered valued at $3,530.                                        

During April 2002, Sky Way Aircraft issued                                      
1,500,000 common shares to ARJ Associates, for                                  
non-cash consulting services rendered related to                                
the proposed offering valued at $1,500.                                         

During April 2002, Sky Way Aircraft issued 600,000                              
common shares to Venture Group for non-cash                                     
consulting services rendered related to the                                     
proposed offering valued at $600.                                               

License with Sky Way Global.   Sky Way Aircraft                                 
entered into a ten-year licensing agreement with                                
Sky Way Global, LLC, an entity under common                                     

SB-2/A
42nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 42nd

control in April 2002 for the exclusive right to                                
use the patent pending technology that supplies                                 
private and public broadband wireless networks,                                 
infrastructure and applications to airborne                                     
customers.   Sky Way Aircraft shall pay a royalty                               
fee of 5% of gross sales.   The royalty fee will                                
be adjusted every six months, but is limited to                                 
30% of gross sales.   The agreement is renewable                                
in five-year increments with mutual consent.   The                              
agreement may be terminated by either party upon                                
thirty days written notice.                                                     

Advances - Sky Way Global, LLC, an entity under                                 
common control, paid $26,725 for consulting                                     
services rendered to the Company as part of a                                   
consulting agreement.  On May 1, 2002, Global                                   
advanced the Company cash of $1,000.  The Company                               
has used office space, supplies, personnel,                                     
equipment, etc. of Global.  Global has paid all of                              
the costs and provides a billing to the Company for                             
its share.  Global has billed the Company a total                               
of $114,600 for expenses during the three months                                
ended July 31, 2002.   At July 31, 2002, the                                    
Company owes Global a total of $142,325.  The                                   
advances bear no interest and are due on demand.                                

Description of Securities                                 

Sky Way Aircraft is authorized to issue 40,000,000                              
common shares, $.001 par value per share and                                    
10,000,000 preferred shares, $.001 par value per                                
share.  As of the date hereof, there are                                        
7,500,000 common shares outstanding and no                                      
preferred shares outstanding.                                                   

Holders of common shares of Sky Way Aircraft are                                
entitled to cast one vote for each share held at                                
all shareholders meetings for all purposes.   There                             
are no cumulative voting rights.  Upon liquidation                              
or dissolution, each outstanding common share will                              
be entitled to share equally in the assets of Sky                               
Way Aircraft legally available for distribution to                              
shareholders after the payment of all debts and                                 
other liabilities.  Common shares are not                                       
redeemable, have no conversion rights and carry no                              
preemptive or other rights to subscribe to or                                   
purchase additional common shares in the event of a                             
subsequent offering.  All outstanding common shares                             
are, and the shares offered hereby will be when                                 
issued, fully paid and non-assessable.                                          

There are no limitations or restrictions upon the                               
rights of the board of directors to declare                                     
dividends out of any funds legally available                                    

SB-2/A
43rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 43rd

therefore.  Sky Way Aircraft has not paid dividends                             
to date and it is not anticipated that any                                      
dividends will be paid in the foreseeable future.                               
The board of directors initially may follow a                                   
policy of retaining earnings, if any, to finance                                
the future growth of Sky Way Aircraft.                                          
Accordingly, future dividends, if any, will depend                              
upon, among other considerations, Sky Way                                       
Aircraft's need for working capital and its                                     
financial conditions at the time.                                               

Preferred Stock.   Sky Way Aircraft is authorized                               
to issue 10,000,000 shares of preferred stock, par                              
value of $.001.    The terms of the preferred                                   
shares such as:                                                                 
-   conversion rights                                                     
-   dividend rights and                                                   
-   redemption rights, etc.                                               
will be fixed when issued.                                                      

Authorized stock may be issued from time to time                                
without action by the stockholders for such                                     
consideration as may be fixed from time to time by                              
the Board of Directors, and shares so issued, the                               
consideration for which have been paid or                                       
delivered, shall be deemed fully paid stock and the                             
holder of such shares shall not be liable for any                               
further payment thereon.                                                        

The capital stock of Sky Way Aircraft, after the                                
amount of the subscription price or par value has                               
been paid in full shall be non-assessible.                                      

There are not anti-takeover provisions that may                                 
have the affect of delaying or preventing a change                              
in control.   There are, however, potential anti-                               
takeover effects of having a substantial number of                              
authorized and unreserved common shares and                                     
preferred shares and undesignated preferred stock.                              

Transfer Agent.  State Agent and Transfer                                       
Syndicate, Inc. located in Carson City, Nevada will                             
act as the transfer agent for Sky Way Aircraft.                                 

Legal Matters                                       

All legal matters with respect to the issuance of                               
the securities offered hereby will be passed upon                               
by the law firm of Jody M. Walker, Littleton,                                   
Colorado.                                                                       

There is no litigation pending or, to our                                       
knowledge, threatened to which the property of Sky                              
Way Aircraft is subject or to which Sky Way                                     

SB-2/A
44th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 44th

Aircraft may be a party.  No such proceedings are                               
known to be contemplated by governmental                                        
authorities or any other parties.                                               

Reports                                           

Pursuant to the Rules and Regulations of the                                    
Securities and Exchange Commission, we will provide                             
our Investors with Annual Reports containing                                    
audited financial statements, together with                                     
Quarterly Reports containing unaudited financial                                
statements and Interim Reports containing                                       
information regarding relevant information about                                
the operations of Sky Way Aircraft.                                             

Financial Statements                                      

Unaudited Condensed Balance Sheets, July 31, 2002                               
and April 30, 2002                                                              
Unaudited Condensed Statements of Operations for                                
the three months ended July 31, 2002 and from                                   
inception on April 24, 2002 through July 31, 2002                               
Unaudited Condensed Statements of Cash Flows, for                               
the three months ended July 31, 2002 and from                                   
inception on April 24, 2002 through July 31, 2002                               
Notes to Unaudited Condensed Financial Statements                               

Independent Auditors' Report                                                    
Balance Sheet, April 30, 2002                                                   
Statement of Operations, from inception on April                                
24, 2002 through April 30, 2002                                                 

Statement of Stockholders' Equity, from inception                               
on April 24, 2002 through April 30, 2002                                        
Statement of Cash Flows, from inception on April                                
24, 2002 through April 30, 2002                                                 
Notes to Financial Statements                                                   

SB-2/A
45th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 45th
SKY WAY AIRCRAFT INC.                           
[A Development Stage Company]                         
UNAUDITED CONDENSED BALANCE SHEETS                        

ASSETS      

                                                                [Download Table]

                                                 July 31,   April 30,  
                                                   2002        2002    
                                                __________  __________ 
                                                                       
CURRENT ASSETS:                                                        
  Cash                                          $      876  $        - 
                                                __________  __________ 
        Total Current Assets                           876           - 
                                                __________  __________ 

OTHER ASSETS:                                                          
  Deferred stock offering costs                     34,325      28,825 
  Technology license agreement                           -           - 
                                                __________  __________ 
        Total Other Assets                          34,325      28,825 
                                                __________  __________ 
                                                $   35,201  $   28,825 
                                                __________  __________ 

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           

CURRENT LIABILITIES:                                                   
  Advances from related party                   $  142,325  $   26,725 
                                                __________  __________ 
        Total Current Liabilities                  142,325      26,725 
                                                __________  __________ 
STOCKHOLDERS' EQUITY (DEFICIT):                                        
  Preferred stock, $.001 par value,                                    
   10,000,000 shares authorized,                                       
   no shares issued and outstanding                      -           - 
  Common stock, $.001 par value,                                       
   40,000,000 shares authorized,                                       
   7,500,000 shares issued and                                         
   outstanding                                       7,500       7,500 
  Capital in excess of par value                         -           - 
  Deficit accumulated during the                                       
    development stage                             (114,624)     (5,400)
                                                __________  __________ 
        Total Stockholders' Equity (Deficit)      (107,124)      2,100 
                                                __________  __________ 
                                                $   35,201  $   28,825 
                                                __________  __________ 

Note: The balance sheet of April 30, 2002 was                                   
taken from the audited financial statements at                                  
that date and condensed.                                                        

The accompanying notes are an integral part of                                  
these unaudited condensed financial statements.                                 

SB-2/A
46th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 46th
SKY WAY AIRCRAFT INC.                       
[A Development Stage Company]                         
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                          

                                                                [Download Table]

                                                              From Inception 
                                              For the Three    on April 24,  
                                               Months Ended    2002 through  
                                                 July 31,        July 31,    
                                                   2002            2002      
                                              ______________  ______________ 
                                                                             
REVENUE                                       $            -  $            - 
                                              ______________  ______________ 

EXPENSES:                                                                    
  General and administrative                          16,624          22,024 
  Research and development                            92,600          92,600 
                                              ______________  ______________ 
      Total Expenses                                 109,224         114,624 
                                              ______________  ______________ 

LOSS BEFORE INCOME TAXES                            (109,224)       (114,624)

CURRENT TAX EXPENSE                                        -               - 

DEFERRED TAX EXPENSE                                       -               - 
                                              ______________  ______________ 

NET LOSS                                      $     (109,224) $     (114,624)
                                              ______________  ______________ 

LOSS PER COMMON SHARE                         $         (.01) $         (.02)
                                              ______________  ______________ 

The accompanying notes are an integral part of                                  
these unaudited condensed financial statements.                                 

SB-2/A
47th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 47th
SKY WAY AIRCRAFT INC.                                   
[A Development Stage Company]                               
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                          

                                                                [Download Table]

                                                              From Inception 
                                              For the Three    on April 24,  
                                               Months Ended    2002 through  
                                                 July 31,        July 31,    
                                                   2002            2002      
                                              ______________  ______________ 
                                                                             
Cash Flows From Operating Activities:                                        
 Net loss                                     $     (109,224) $     (114,624)
 Adjustments to reconcile net loss to net cash                               
  provided (used) by operating activities:                                   
  Non-cash services rendered for stock                     -           5,400 
  Changes in assets and liabilities                        -               - 
                                              ______________  ______________ 
    Net Cash (Used) by Operating Activities         (109,224)       (109,224)
                                              ______________  ______________ 
Cash Flows From Investing Activities                       -               - 
                                              ______________  ______________ 
    Net Cash Provided (Used) by Investing                                    
     Activities                                            -               - 
                                              ______________  ______________ 

Cash Flows From Financing Activities:                                        
  Advances from related party                        115,600         142,325 
  Payments of stock offering costs                    (5,500)        (32,225)
                                              ______________  ______________ 
    Net Cash Provided by Financing Activities        110,100         110,100 
                                              ______________  ______________ 
Net Increase (Decrease) in Cash                          876             876 
Cash at Beginning of Period                                -               - 
                                              ______________  ______________ 

Cash at End of Period                         $          876  $          876 
                                              ______________  ______________ 

Supplemental Disclosures of Cash Flow Information:                           

  Cash paid during the period for:                                           

    Interest                                  $            -  $            - 
    Income taxes                              $            -  $            - 

SB-2/A
48th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 48th

SKY WAY AIRCRAFT INC.                                   
[A Development Stage Company]                               
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                          
Continued                                 

Supplemental Schedule of Noncash Investing and                                  
Financing Activities:                                                           

For the period from inception on April 24, 2002                             
through July 31, 2002:                                                          

In connection with its organization, the Company                                
issued 7,500,000 shares  of common stock for                                    
organizational costs of $1,870 and services                                     
rendered valued at $5,630, or $.001 per share.                                  

The accompanying notes are an integral part of                                  
these unaudited condensed financial statements.                                 

SB-2/A
49th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 49th

SKY WAY AIRCRAFT INC.                                   
[A Development Stage Company]                                   
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                               

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Organization  - Sky Way Aircraft Inc. ("the                                 
Company") was organized under the laws of the State                             
of Nevada on April 24, 2002.  The Company plans to                              
provide security and other services for the                                     
airlines industry through applications of its                                   
licensed high-speed, broadband wireless technology.                             
The Company has not yet generated any revenues from                             
its planned principal operations and is considered                              
a development stage company as defined in Statement                             
of Financial Accounting Standards No. 7.  The                                   
Company has, at the present time, not paid any                                  
dividends and any dividends that may be paid in the                             
future will depend upon the financial requirements                              
of the Company and other relevant factors.                                      

Condensed  Financial  Statements - The                                        
accompanying  financial  statements have been                                   
prepared  by the Company without audit.   In the                                
opinion of management, all adjustments (which                                   
include only normal recurring adjustments)                                      
necessary to present fairly the financial position,                             
results of operations and cash flows at July 31,                                
2002 and for the periods then ended have been made.                             

Certain information and footnote disclosures                                
normally included in financial statements prepared                              
in accordance with generally accepted accounting                                
principles in the United States of America have                                 
been condensed or omitted.  It is suggested that                                
these condensed financial statements be read in                                 
conjunction with the financial statements and notes                             
thereto included in the Company's April 30, 2002                                
audited financial statements.   The results of                                  
operations for the periods ended July 31, 2002 are                              
not necessarily indicative of the operating results                             
for the full year.                                                              

Fiscal Year - The Company's fiscal year-end is                                  
April 30th.                                                                     

Cash and Cash Equivalents - The Company considers                               
all highly liquid debt investments purchased with a                             
maturity of three months or less to be cash                                     
equivalents.                                                                    

SB-2/A
50th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 50th
SKY WAY AIRCRAFT INC.                           
[A Development Stage Company]                               

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                               

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             
[Continued]                                                                     
Intangible Assets - The Company accounts for its                            
intangible assets in accordance with Statement of                               
Financial Accounting Standards No.  142, "Goodwill                              
and Other Intangible Assets".                                                   

Stock Offering Costs  - Costs related to proposed                           
stock offerings are deferred and will be offset                                 
against the proceeds of the offering in capital in                              
excess of par value.  In the event a stock offering                             
is unsuccessful, the costs related to the offering                              
will be written-off directly to expense.                                        

Organization Costs - Organization costs, which                              
reflect amounts expended to organize the Company,                               
were expensed as incurred.                                                      

Research and Development - Research and                                     
development costs are expensed as incurred.  For                                
the three months ended July 31, 2002, research and                              
development costs amounted to $92,600.                                          

Loss Per Share - The computation of loss per                                
share is based on the weighted average number of                                
shares outstanding during the period presented in                               
accordance with Statement of Financial Accounting                               
Standards  No.  128, "Earnings Per Share" [See Note                             
6].                                                                             

Accounting Estimates - The preparation of                                   
financial statements in conformity with generally                               
accepted accounting principles in the United States                             
of America requires management to make estimates                                
and assumptions that affect the reported amounts                                
of assets and liabilities, the disclosures of                                   
contingent assets and liabilities at the date of                                
the financial statements, and the reported amount                               
of revenues and expenses during the reported                                    
period.  Actual results could differ from those                                 
estimated.                                                                      

Recently Enacted Accounting Standards - Statement                           
of Financial Accounting Standards ("SFAS") No.                                  
141,  "Business Combinations", SFAS No. 142,                                    
"Goodwill and Other Intangible Assets", SFAS No.                                
143, "Accounting for Asset Retirement Obligations",                             
SFAS No. 144, "Accounting for the Impairment or                                 
Disposal of Long-Lived Assets", SFAS No. 145,                                   
"Rescission of FASB Statements No. 4, 44, and 64,                               
Amendment of FASB Statement No. 13, and                                         

SB-2/A
51st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 51st
SKY WAY AIRCRAFT INC.                               
[A Development Stage Company]                               

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                               

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             
[Continued]                                                                     

Technical Corrections", and SFAS No. 146,                                       
"Accounting for Costs Associated with Exit or                                   
Disposal Activities", were recently issued.  SFAS                               
No. 141, 142, 143, 144, 145 and 146 have no current                             
applicability to the Company or their effect on the                             
financial statements would not have been                                        
significant.                                                                    

NOTE 2 - CAPITAL STOCK                                                          

Preferred stock - The Company has authorized                                    
10,000,000 shares of preferred stock, $.001 par                                 
value, with such rights, preferences and                                        
designations and to be issued in such series as                                 
determined by the Board of Directors.   No shares                               
were issued and outstanding at July 31, 2002 and                                
April 30, 2002.                                                                 

Common Stock - The Company has authorized                                   
40,000,000 shares of common stock with a par value                              
of $.001.  During April 2002, in connection with                                
its organization, the Company issued 7,500,000                                  
shares of its previously authorized but unissued                                
common stock at $.001 per share for payment of                                  
organization costs of $1,870 and non-cash services                              
valued at $5,630 including $2,100 which has been                                
classified as deferred stock offering costs and                                 
$3,530 which has been classified as general and                                 
administrative expense.                                                         

NOTE 3 - INCOME TAXES                                                           

The Company accounts for income taxes in                                    
accordance with Statement of Financial Accounting                               
Standards No. 109 "Accounting for Income Taxes".                                
SFAS No. 109 requires the Company to provide a net                              
deferred tax asset/liability equal to the expected                              
future tax benefit/expense of temporary reporting                               
differences between book and tax accounting methods                             
and any available operating loss or tax credit                                  
carryforwards.                                                                  

SB-2/A
52nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 52nd

SKY WAY AIRCRAFT INC.                                             
[A Development Stage Company]                                             

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                               

NOTE 3 - INCOME TAXES [Continued]                                               

The Company has available at July 31, 2002 unused                           
operating loss carryforwards of approximately                                   
$13,000 which may be applied against future taxable                             
income and which expire in various years through                                
2023.  The amount of and ultimate realization of                                
the benefits from the operating loss carryforwards                              
for income tax purposes is dependent, in part, upon                             
the tax laws in effect, the future earnings of the                              
Company, and other future events, the effects of                                
which cannot be determined.   Because of the                                    
uncertainty surrounding the realization of the loss                             
carryforwards, the Company has established a                                    
valuation allowance equal to the tax effect of the                              
loss carryforwards and, therefore, no deferred tax                              
asset has been recognized for the loss                                          
carryforwards.  The net deferred tax assets are                                 
approximately $2,000 and $800 as of July 31, 2002                               
and April 30, 2002, respectively, with an                                       
offsetting valuation allowance of the same amount,                              
resulting in a change in the valuation allowance of                             
approximately $1,200 during the three months ended                              
July 31, 2002.                                                                  

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

Advances - Sky Way Global, LLC ("Global"), an                               
entity under common control, paid $26,725 for                                   
consulting services rendered to the Company as part                             
of a consulting agreement [See Note 7].  On May 1,                              
2002, Global advanced the Company cash of $1,000.                               
The Company has used office space, supplies,                                    
personnel, equipment, etc. of Global.  Global has                               
paid all of the costs and provides a billing to the                             
Company for its share.  Global has billed the                                   
Company a total of $114,600 for expenses during the                             
three months ended July 31, 2002.   At July 31,                                 
2002, the Company owes Global a total of $142,325.                              
The advances bear no interest and are due on                                    
demand.                                                                         

Management Compensation  - In April 2002, the                               
Company issued 5,400,000 shares of common stock to                              
officers/shareholders of the Company or entities                                
related to them for payment of organization costs                               
of $1,870 and non-cash services  rendered valued at                             
$3,530.  The Company has not paid any cash                                      
compensation to any officer or director of the                                  
Company.                                                                        

SB-2/A
53rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 53rd

SKY WAY AIRCRAFT INC.                                         
[A Development Stage Company]                                     

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                             

NOTE 5 - GOING CONCERN                                                          

The accompanying financial statements have been                             
prepared in conformity with generally accepted                                  
accounting principles in the United  States of                                  
America, which contemplate continuation of the                                  
Company as a going concern.  However, the Company                               
was only recently formed, has incurred losses since                             
its inception, has current liabilities in excess of                             
current assets and has not yet commenced planned                                
principal operations.   These factors raise                                     
substantial doubt about the ability of the Company                              
to continue as a going concern.   In this regard,                               
management is proposing to raise any necessary                                  
additional funds not provided by operations through                             
loans or through additional sales of its common                                 
stock.  There is no assurance that the Company will                             
be successful in raising this additional capital or                             
achieving profitable operations.   The financial                                
statements do not include any adjustments that                                  
might result from the outcome of these                                          
uncertainties.                                                                  

NOTE 6 - LOSS PER SHARE                                                         

The following data shows the amounts used in                                
computing loss per share:                                                       

                                                                [Download Table]

                                                          From Inception 
                                          For the Three    on April 24,  
                                           Months Ended    2002 through  
                                             July 31,        July 31,    
                                               2002            2002      
                                          ______________  ______________ 
                                                                         
Loss from operations available to                                        
 common shareholders (numerator)          $     (109,224) $     (114,624)
                                          ______________  ______________ 
Weighted average number of common                                        
 shares outstanding used in loss per                                     
 share for the period (denominator)            7,500,000       7,500,000 
                                          ______________  ______________ 

Dilutive loss per share was not presented, as the                               
Company had no common stock equivalent shares for                               
all periods presented that would affect the                                     
computation of diluted loss per share.                                          

SB-2/A
54th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 54th

SKY WAY AIRCRAFT INC.                                         
[A Development Stage Company]                                     

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                               

NOTE 7 - COMMITMENTS                                                            

Licensing Agreement - The Company entered into a                            
ten-year licensing agreement with Sky Way Global,                               
LLC ("Global"), an entity under common control.                                 
The Company is to pay a royalty fee of 5% of gross                              
sales for the exclusive right to use Global's high-                             
speed, broadband wireless technology for the                                    
aircraft industry.  The royalty fee will be                                     
adjusted every six months, but is limited to 30% of                             
gross sales.  The agreement is renewable in five-                               
year increments with mutual consent.                                            

Consulting Agreement - At the time of its                                   
organization, the Company entered into an agreement                             
with a consultant who was to provide assistance                                 
related to fund raising and future stock offerings.                             
The consultant received 1,500,000 shares of common                              
stock valued at  $1,500.    The consultant also                                 
received cash payments of $26,725 from Sky Way                                  
Global, LLC for his services  [See Note 4].  The                                
payments have been classified as deferred stock                                 
offering costs.                                                                 

NOTE 8 - SUBSEQUENT EVENTS                                                      

Proposed Stock Offering  - The Company is                                   
proposing to make a public offering of 2,500,000                                
shares of its previously authorized but unissued                                
common stock.   This offering is proposed to be                                 
registered with the Securities and Exchange                                     
Commission on Form SB-2.   An offering price of                                 
$17.50 per share has been arbitrarily determined by                             
the Company.   The offering will be managed by                                  
Company management, who will receive no sales                                   
commissions or other compensation in connection                                 
with the offering, except for reimbursement of                                  
expenses actually incurred on behalf of the Company                             
in connection with the offering.  Offering costs                                
are estimated to be approximately $63,000.  At July                             
31, 2002, the Company had deferred $34,325 of fees                              
and consulting services rendered related to the                                 
proposed stock offering which will be offset                                    
against the proceeds of the offering in capital in                              
excess of par value.  Of the $34,325 of deferred                                
stock offering costs, $2,100 was paid by issuing                                
2,100,000 shares of common stock.                                               

SB-2/A
55th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 55th
INDEPENDENT AUDITORS' REPORT                                

Board of Directors                                                              
SKY WAY AIRCRAFT INC.                                                           
Tampa, Florida                                                                  

We have audited the accompanying balance sheet of                               
Sky Way Aircraft Inc. [a development stage                                      
company] at April 30, 2002 and the related                                      
statements of operations, stockholders' equity and                              
cash flows for the period from inception on April                               
24, 2002 through April 30, 2002.   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                                       
generally accepted auditing standards in the                                    
United States of America.  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                               
a reasonable basis for our opinion.                                             

In our opinion, the financial statements audited                                
by us present fairly, in all material respects,                                 
the financial position of Sky Way Aircraft Inc.                                 
[a development stage company] as of April 30, 2002                              
and the  results of its operations and its cash                                 
flows for the period from inception on April 24,                                
2002 through April 30, 2002, 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 5 to the                                   
financial statements, the Company was only                                      
recently formed, has incurred losses since its                                  
inception and has no on-going operations.  These                                
factors raise substantial doubt about the ability                               
of the Company to continue as a going concern.                                  
Management's plans in regards to these matters are                              

SB-2/A
56th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 56th

also described in Note 5.   The financial                                       
statements do not include any adjustments that                                  
might result from the outcome of these                                          
uncertainties.                                                                  

/s/ PRITCHETT, SILER & HARDY, P.C.                                              
PRITCHETT, SILER & HARDY, P.C.                                                  

May 8, 2002                                                                     
Salt Lake City, Utah                                                            

SB-2/A
57th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 57th

SKY WAY AIRCRAFT INC.                             
[A Development Stage Company]                               
BALANCE SHEET                               

ASSETS                          

                                                                [Download Table]

                                                       April 30,  
                                                          2002    
                                                      ___________ 
                                                                  
CURRENT ASSETS:                                                   
  Cash                                                $         - 
                                                      ___________ 
        Total Current Assets                                    - 
                                                      ___________ 

OTHER ASSETS:                                                     
  Deferred stock offering costs                            28,825 
  Technology license agreement                                  - 
                                                      ___________ 
        Total Other Assets                                 28,825 
                                                      ___________ 
                                                      $    28,825 
                                                      ___________ 

                   LIABILITIES AND STOCKHOLDERS' EQUITY           

CURRENT LIABILITIES:                                              
  Advances from related party                         $    26,725 
                                                      ___________ 
        Total Current Liabilities                          26,725 
                                                      ___________ 
STOCKHOLDERS' EQUITY:                                             
  Preferred stock, $.001 par value,                               
   10,000,000 shares authorized,                                  
   no shares issued and outstanding                             - 
  Common stock, $.001 par value,                                  
   40,000,000 shares authorized,                                  
   7,500,000 shares issued and                                    
   outstanding                                              7,500 
  Capital in excess of par value                                - 
  Deficit accumulated during the                                  
   development stage                                       (5,400)
                                                      ___________ 
        Total Stockholders' Equity                          2,100 
                                                      ___________ 
                                                      $    28,825 
                                                      ___________ 

The accompanying notes are an integral part                                     
of this financial statement.                                          

SB-2/A
58th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 58th

SKY WAY AIRCRAFT INC.                             
[A Development Stage Company]                               
STATEMENT OF OPERATIONS                               

                                                                [Download Table]

                                                     From Inception
                                                      on April 24, 
                                                      2002 Through 
                                                       April 30,   
                                                          2002     
                                                     _____________ 
                                                                   
REVENUE                                              $           - 

EXPENSES:                                                          
  General and administrative                                 5,400 
                                                     _____________ 
LOSS BEFORE INCOME TAXES                                    (5,400)

CURRENT TAX EXPENSE                                              - 

DEFERRED TAX EXPENSE                                             - 
                                                     _____________ 

NET LOSS                                             $      (5,400)
                                                     _____________ 

LOSS PER COMMON SHARE                                $        (.00)
                                                     _____________ 


The accompanying notes are an integral part                                     
of this financial statement.                                          

SB-2/A
59th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 59th
SKY WAY AIRCRAFT INC.                             
[A Development Stage Company]                           

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)                     
FROM THE DATE OF INCEPTION ON APRIL 24, 2002                        
THROUGH APRIL 30, 2002                          

                                                                [Download Table]

                                                                       Deficit 
                                                                    Accumulated
                    Preferred Stock    Common Stock     Capital in  During the 
                     ______________  _________________  Excess of   Development
                     Shares  Amount   Shares    Amount  Par Value      Stage   
                     ______  ______  _________  ______  __________  ___________
                                                                               
BALANCE, April 24,                                                             
  2002                    -  $    -          -  $    -  $        -  $         -

Issuance of 7,500,000                                                          
  shares of common                                                             
  stock at $.001 per                                                           
  share for payment                                                            
  of organization                                                              
  costs of $1,870 and                                                          
  services rendered                                                            
  valued at $5,630                                                             
  including $2,100                                                             
  which has been                                                               
  classified as                                                                
  deferred stock                                                               
  offering costs and                                                           
  $3,530 which has                                                             
  been classified as                                                           
  general and                                                                  
  administrative                                                               
  expense, April 2002     -       -  7,500,000   7,500           -            -

Net loss for the                                                               
  period ended                                                                 
  April 30, 2002          -       -          -       -           -      (5,400)
                     ______  ______  _________  ______  __________  ___________
BALANCE, April 30,                                                             
  2002                    -  $    -  7,500,000  $7,500  $        -  $   (5,400)
                     ______  ______  _________  ______  __________  ___________


The accompanying notes are an integral part                                     
of this financial statement.                                          

SB-2/A
60th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 60th

SKY WAY AIRCRAFT INC.                                 
[A Development Stage Company]                                 
STATEMENT OF CASH FLOWS                                 

                                                                [Download Table]

                                                     From Inception
                                                      on April 24, 
                                                      2002 Through 
                                                       April 30,   
                                                          2002     
                                                     _____________ 
                                                                   
Cash Flows From Operating Activities:                              
 Net loss                                            $      (5,400)
 Adjustments to reconcile net loss to net cash                     
  provided (used) by operating activities:                         
  Non-cash services rendered for stock                       5,400 
  Changes in assets and liabilities                              - 
                                                     _____________ 
    Net Cash Provided (Used) by Operating Activities             - 
                                                     _____________ 

Cash Flows From Investing Activities                             - 
                                                     _____________ 
    Net Cash Provided (Used) by Investing Activities             - 
                                                     _____________ 

Cash Flows From Financing Activities:                              
 Advances from related party                                26,725 
 Payments of stock offering costs                          (26,725)
                                                     _____________ 
    Net Cash Provided (Used) by Financing Activities             - 
                                                     _____________ 
Net Increase (Decrease) in Cash                                  - 

Cash at Beginning of Period                                      - 
                                                     _____________ 

Cash at End of Period                                $           - 
                                                     _____________ 

Supplemental Disclosures of Cash Flow Information:                 

 Cash paid during the period for:                                  
   Interest                                          $           - 
   Income taxes                                      $           - 

SB-2/A
61st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 61st

SKY WAY AIRCRAFT INC.                                 
[A Development Stage Company]                                 
STATEMENT OF CASH FLOWS                                 
Continued                                     

Supplemental Schedule of Noncash Investing and                                  
Financing Activities:                                                           

For the period from inception on April 24, 2002                             
through April 30, 2002:                                                         

In connection with its organization, the Company                                
issued 7,500,000 shares of common stock for                                     
organizational costs of $1,870 and services                                     
rendered valued at $5,630, or $.001 per share.                                  

The accompanying notes are an integral part                                     
of this financial statement.                                    

SB-2/A
62nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 62nd

SKY WAY AIRCRAFT INC.                                             
[A Development Stage Company]                                           

NOTES TO FINANCIAL STATEMENTS                                               

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Organization  - Sky Way Aircraft Inc. ("the                                 
Company") was organized under the laws of the State                             
of Nevada on April 24, 2002.  The Company plans to                              
provide security and other services for the                                     
airlines industry through applications of its                                   
licensed high-speed, broadband wireless technology.                             
The Company has not yet generated any revenues from                             
its planned principal operations and is considered                              
a development stage company as defined in Statement                             
of Financial Accounting Standards No. 7.  The                                   
Company has, at the present time, not paid any                                  
dividends and any dividends that may be paid in the                             
future will depend upon the financial requirements                              
of the Company and other relevant factors.                                      

Cash and Cash Equivalents - The Company considers                           
all highly liquid debt investments purchased with a                             
maturity of three months or less to be cash                                     
equivalents.                                                                    

Stock Offering Costs  - Costs related to proposed                           
stock offerings are deferred and will be offset                                 
against the proceeds of the offering in capital in                              
excess of par value.  In the event a stock offering                             
is unsuccessful, the costs related to the offering                              
will be written-off directly to expense.                                        

Organization Costs - Organization costs, which                              
reflect amounts expended to organize the Company,                               
were expensed as incurred.                                                      

Loss Per Share  - The computation of loss per                               
share is based on the weighted average number of                                
shares outstanding during the period presented in                               
accordance with Statement of Financial Accounting                               
Standards No. 128, "Earnings Per Share" [See Note                               
6].                                                                             

Accounting Estimates - The preparation of                                   
financial statements in conformity with generally                               
accepted accounting principles in the United States                             
of America requires management to make estimates                                
and assumptions that affect the reported amounts of                             
assets and liabilities, the disclosures of                                      
contingent assets and liabilities at the date of                                

SB-2/A
63rd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 63rd

SKY WAY AIRCRAFT INC.                                           
[A Development Stage Company]                                           

NOTES TO FINANCIAL STATEMENTS                                         

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

the financial statements, and the reported amount                               
of revenues and expenses during the reported                                    
period.  Actual results could differ from those                                 
estimated.                                                                      

Recently Enacted Accounting Standards - Statement                           
of Financial Accounting Standards ("SFAS") No.                                  
141, "Business Combinations", SFAS No. 142,                                     
"Goodwill and Other Intangible Assets", SFAS No.                                
143,  "Accounting for Asset Retirement                                          
Obligations", and SFAS No. 144, "Accounting for the                             
Impairment or Disposal of Long-Lived Assets", were                              
recently issued.   SFAS No. 141, 142, 143 and 144                               
have no current applicability to the Company or                                 
their effect on the financial statements would not                              
have been significant.                                                          

NOTE 2 - CAPITAL STOCK                                                          

Preferred stock - The Company has authorized                                
10,000,000 shares of preferred stock, $.001  par                                
value, with such rights, preferences and                                        
designations and to be issued in such series as                                 
determined by the Board of Directors.  No shares                                
were issued and outstanding at April 30, 2002.                                  

Common Stock - The Company has authorized                                   
40,000,000 shares of common stock with a par value                              
of $.001.  During April 2002, in connection with                                
its organization, the Company issued 7,500,000                                  
shares of its previously authorized but unissued                                
common stock at $.001 per share for payment of                                  
organization costs of $1,870 and non-cash services                              
valued at $5,630 including $2,100 which has been                                
classified as deferred stock offering costs and                                 
$3,530 which has been classified as general and                                 
administrative expense.                                                         

NOTE 3 - INCOME TAXES                                                           

The Company accounts for income taxes in                                    
accordance with Statement of Financial Accounting                               
Standards No. 109 "Accounting for Income Taxes".                                
SFAS No. 109 requires the Company to provide a net                              
deferred tax asset/liability equal to the expected                              
future tax benefit/expense of temporary reporting                               

SB-2/A
64th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 64th

SKY WAY AIRCRAFT INC.                                           
[A Development Stage Company]                                           

NOTES TO FINANCIAL STATEMENTS                                         

NOTE 3 - INCOME TAXES continued                                                 

differences between book and tax accounting methods                             
and any available operating loss or tax credit                                  
carryforwards.                                                                  

The Company has available at April 30, 2002                                 
unused operating loss carryforwards of                                          
approximately $5,400 which may be applied against                               
future taxable income and which expire in 2022.                                 
The amount of and ultimate realization of the                                   
benefits from the operating loss carryforwards for                              
income tax purposes is dependent, in part, upon the                             
tax laws in effect, the future earnings of the                                  
Company, and other future events, the effects of                                
which cannot be determined.  Because of the                                     
uncertainty surrounding the realization of the loss                             
carryforwards, the Company has established a                                    
valuation allowance equal to the tax effect of the                              
loss carryforwards and, therefore, no deferred tax                              
asset has been recognized for the loss                                          
carryforwards.  The net deferred tax assets are                                 
approximately $800 as of April 30, 2002 with an                                 
offsetting valuation allowance of the same amount,                              
resulting in a change in the valuation allowance of                             
approximately $800 during the period from inception                             
on April 24, 2002 through April 30, 2002.                                       

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

Advances - Sky Way Global, LLC, an entity under                             
common control, paid $26,725 for consulting                                     
services rendered to the Company as part of a                                   
consulting agreement [See Note 7].  The advances                                
bear no interest and are due on demand.                                         

Management Compensation - During April 2002, the                            
Company issued 5,400,000 shares of common stock to                              
officers/shareholders of the Company or entities                                
related to them for payment of organization costs                               
of $1,870 and non-cash services rendered valued at                              
$3,530.  The Company has not paid any cash                                      
compensation to any officer or director of the                                  
Company.                                                                        

Office Space - The Company has not had a need to                            
rent office space.   An officer of the Company is                               
allowing the Company to use his address, as needed,                             
at no expense to the Company.                                                   

SB-2/A
65th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 65th

SKY WAY AIRCRAFT INC.                                 
[A Development Stage Company]                             

NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 5 - GOING CONCERN                                                          

The accompanying financial statements have been                             
prepared in conformity with generally accepted                                  
accounting principles in the United States of                                   
America, which contemplate continuation of the                                  
Company as a going concern.   However, the Company                              
was only recently formeed, has incurred losses                                  
since its inception and has no on-going operations.                             
These factors raise substantial doubt about the                                 
ability of the Company to continue as a going                                   
concern.   In this regard, management is proposing                              
to raise any necessary additional funds not                                     
provided by operations through loans or through                                 
additional sales of its common stock.  There is no                              
assurance that the Company will be successful in                                
raising this additional capital or achieving                                    
profitable operations.   The financial statements                               
do not include any adjustments that might result                                
from the outcome of these uncertainties.                                        

NOTE 6 - LOSS PER SHARE                                                         

The following data shows the amounts used in                                
computing loss per share:                                                       

                                                                [Download Table]

                                                 From Inception
                                                  on April 24, 
                                                  2002 Through 
                                                   April 30,   
                                                      2002     
                                                 _____________ 
                                                               
Loss from operations available to                              
 common shareholders (numerator)                 $      (5,400)
                                                 _____________ 
Weighted average number of common                              
 shares outstanding used in loss per                           
 share for the period (denominator)                  7,500,000 
                                                 _____________ 

Dilutive loss per share was not presented, as the                           
Company had no common stock equivalent shares for                               
all periods presented that would affect the                                     
computation of diluted loss per share.                                          

SB-2/A
66th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 66th
SKY WAY AIRCRAFT INC.                                 
[A Development Stage Company]                             

NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 7 - COMMITMENTS                                                            

Licensing Agreement  -  The Company entered into                            
a  ten-year licensing agreement with  Sky Way                                   
Global, LLC ("Global"), an entity under common                                  
control.  The Company is to pay a royalty fee of 5%                             
of gross sales for the exclusive right to use                                   
Global's high-speed, broadband wireless technology                              
for the aircraft industry.  The royalty fee will be                             
adjusted every six months, but is limited to 30% of                             
gross sales.  The agreement is renewable in five-                               
year increments with mutual consent.                                            

Consulting Agreement - At the time of its                                   
organization, the Company entered into an agreement                             
with a consultant who was to provide assistance                                 
related to fund raising and future stock offerings.                             
The consultant received 1,500,000 shares of common                              
stock valued at  $1,500.    The consultant also                                 
received cash payments of $26,725 from Sky Way                                  
Global, LLC for his services  [See Note 4].  The                                
payments have been classified as deferred stock                                 
offering costs.                                                                 

NOTE 8 - SUBSEQUENT EVENTS                                                      

Loan - On May 1, 2002, Sky Way Global, LLC, an                              
entity under common control, advanced the Company                               
$1,000.  The advance bears no interest.                                         

Proposed Stock Offering  - The Company is                                   
proposing to make a public offering of 2,500,000                                
shares of its previously authorized but unissued                                
common stock.   This offering is proposed to be                                 
registered with the Securities and Exchange                                     
Commission on Form SB-2.   An offering price of                                 
$17.50 per share has been arbitrarily determined by                             
the Company.   The offering will be managed by                                  
Company management, who will receive no sales                                   
commissions or other compensation in connection                                 
with the offering, except for reimbursement of                                  
expenses actually incurred on behalf of the Company                             
in connection with the offering.  Offering costs                                
are estimated to be approximately  $63,000.   At                                
April 30, 2002, the Company had deferred $28,825 of                             
consulting services rendered related to the                                     
proposed stock offering which will be offset                                    
against the proceeds of the offering in capital in                              
excess of par value.  Of the $28,825 of deferred                                
stock offering costs, $2,100 was paid by issuing                                
2,100,000 shares of common stock.                                               

SB-2/A
67th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 67th

Part II                                           
Information Not Required in Prospectus                                  

Item 24.  Indemnification of Directors and Officers                             

The Nevada Revised Statutes grants to Sky Way                                   
Aircraft the power to indemnify the officers and                                
directors of Sky Way Aircraft, under certain                                    
circumstances and under certain conditions and                                  
limitations as stated therein, against all expenses                             
and liabilities incurred by or imposed upon them as                             
a result of suits brought against them as such                                  
officers and directors if they act in good faith                                
and in a manner they reasonably believe to be in or                             
not opposed to the best interests of Sky Way                                    
Aircraft and, with respect to any criminal action                               
or proceeding, have no reasonable cause to believe                              
their conduct was unlawful.                                                     

Our bylaws provide as follows:                                                  

Sky Way Aircraft shall indemnify any person who was                             
or is a party or is threatened to be made a party                               
to any threatened, pending, or completed action,                                
suit, or proceeding, whether civil, criminal,                                   
administrative, or investigative (other than an                                 
action by or in the right of Sky Way Aircraft, by                               
reason of the fact that he is or was a director,                                
officer, employee, fiduciary or agent of Sky Way                                
Aircraft or is or was serving at the request of Sky                             
Way Aircraft as a director, officer, employee,                                  
fiduciary or agent of another corporation,                                      
partnership, joint venture, trust, or other                                     
enterprise, against expenses (including attorney                                
fees), judgments, fines and amounts paid in                                     
settlement actually and reasonably incurred by him                              
in connection with such action, suit, or proceeding                             
if he acted in good faith and in a manner he                                    
reasonably believed to be in the best interest of                               
Sky Way Aircraft, and with respect to any criminal                              
action or proceeding, had no reasonable cause to                                
believe his conduct was unlawful.  The termination                              
of any action, suit, or proceeding by judgment,                                 
order, settlement, or conviction or upon a plea of                              
nolo contendere or its equivalent shall not of                                  
itself create a presumption that the person did not                             
act in good faith and in a manner which he                                      
reasonably believed to be in the best interest of                               
Sky Way Aircraft and, with respect to any criminal                              
action or proceeding, had reasonable cause to                                   
believe that his conduct was unlawful.                                          

SB-2/A
68th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 68th

Sky Way Aircraft shall indemnify any person who was                             
or is a party or is threatened to be made a party                               
to any threatened, pending, or completed action or                              
suit by or in the right of Sky Way Aircraft to                                  
procure a judgment in its favor by reason of the                                
fact that he is or was a director, officer,                                     
employee, or agent of Sky Way Aircraft or is or was                             
serving at the request of Sky Way Aircraft as a                                 
director, officer, employee, or agent of another                                
corporation, partnership, joint venture, trust, or                              
other enterprise against expenses (including                                    
attorney fees) actually and reasonably incurred by                              
him in connection with the defense or settlement of                             
such action or suit if he acted in good faith and                               
in a manner he reasonably believed to be in the                                 
best interest of Sky Way Aircraft; but no                                       
indemnification shall be made in respect of any                                 
claim, issue, or matter as to which such person has                             
been adjudged to be liable for negligence or                                    
misconduct in the performance of his duty to Sky                                
Way Aircraft unless and only to the extent that the                             
court in which such action or suit was brought                                  
determines upon application that, despite the                                   
adjudication of liability, but in view of all                                   
circumstances of the case, such person is fairly                                
and reasonably entitled to indemnification for such                             
expenses which such court deems proper.                                         

To the extent that a director, officer, employee,                               
fiduciary or agent of Sky Way Aircraft has been                                 
successful on the merits in defense of any action,                              
suit, or proceeding referred to in the first two                                
paragraphs of this Article VII or in defense of any                             
claim, issue, or matter therein, he shall be                                    
indemnified against expenses (including attorney                                
fees) actually and reasonably incurred by him in                                
connection therewith.                                                           

Any indemnification under the first two paragraphs                              
of this Article VII (unless ordered by a court)                                 
shall be made by Sky Way Aircraft only as                                       
authorized in the specific case upon a                                          
determination that indemnification of the director,                             
officer, employee, fiduciary or agent is proper in                              
the circumstances because he has met the applicable                             
standard of conduct set forth in said first two                                 
paragraphs.  Such determination shall be made by                                
the Board of Directors by a majority vote of a                                  
quorum consisting of directors who were not parties                             
to such action, suit, or proceeding, or, if such                                
quorum is not obtainable or even if obtainable a                                
quorum of disinterested directors so directs, by                                
independent legal counsel in a written opinion or                               
by the shareholders.                                                            

SB-2/A
69th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 69th

Expenses (including attorney fees) incurred in                                  
defending a civil or criminal action, suit, or                                  
proceeding may be paid by Sky Way Aircraft in                                   
advance of the final disposition of such action,                                
suit, or proceeding as authorized in this Article                               
VII upon receipt of an undertaking by or on behalf                              
of the director, officer, employee, fiduciary or                                
agent to repay such amount unless it is ultimately                              
determined that he is entitled to be indemnified by                             
Sky Way Aircraft as authorized in this Article VII.                             

The indemnification provided by this Article VII                                
shall not be deemed exclusive of any other rights                               
to which those indemnified may be entitled under                                
the Articles of Incorporation, any bylaw,                                       
agreement, vote of shareholders or disinterested                                
directors, or otherwise, and any procedure provided                             
for by any of the foregoing, both as to action in                               
his official capacity and as to action in another                               
capacity while holding such office, and shall                                   
continue as to a person who has ceased to be a                                  
director, officer, employee, fiduciary or agent and                             
shall inure to the benefit of heirs, executors, and                             
administrators of such a person.                                                

A corporation may purchase and maintain insurance                               
on behalf of any person who is or was a director,                               
officer, employee, fiduciary or agent of Sky Way                                
Aircraft or who is or was serving at the request of                             
Sky Way Aircraft as a director, officer, employee,                              
fiduciary or agent of another corporation,                                      
partnership, joint venture, trust, or other                                     
enterprise against any liability asserted against                               
him and incurred by him in any such capacity or                                 
arising out of his status as such, whether or not                               
Sky Way Aircraft would have the power to indemnify                              
him against such liability under the provisions of                              
this Article VII.                                                               

Item 25.  Other Expenses of Issuance and                                        
Distribution                                                                    

Expenses in connection with the issuance and                                    
distribution of the common stock being registered                               
hereunder other than underwriting commissions and                               
expenses are estimated below.                                                   

SB-2/A
70th Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 70th

Registration fee                      $  15,107.75                              
Printing expenses                         5,000.00                              
Accounting fees and expenses              5,000.00                              
Legal fees and expenses                  22,500.00                              
State securities law fees                                                       
and expenses                           5,000.00                           
Miscellaneous expenses                   10,000.00                              
        ------------
Total                                 $  62,607.75                              
        ============

Item 26.  Recent Sales of Unregistered Securities                               

During April 2002, Sky Way Aircraft issued                                      
5,400,000 common shares to KH-01, an entity                                     
controlled by Brent Kovar and Joy Kovar, officers                               
and directors of Sky Way Aircraft and Glenn Kovar                               
for payment of organization costs of $1,870 and                                 
non-cash services rendered valued at $3,530 or                                  
$.001 per common share.                                                         

During April 2002, Sky Way Aircraft issued                                      
2,100,000 to the following for consulting services                              
rendered valued at $.001 per common share.                                      

ARJosselyn       1,500,000 common shares     $1,500                             
Venture Group     600,000 common shares       $600                              

The above issuances of common shares were made to                               
sophisticated individuals pursuant to an exemption                              
from registration under Sec. 4(2) of the Securities                             
Act of 1933.                                                                    

Item 27.   Exhibit Index.                                                       

(3)               Articles of Incorporation dated                               
April 24, 2002                            
(3.1)             Bylaws                                                        
(4)               Specimen certificate for common                               
stock                                 
(5)               Consent and Opinion of Jody M.                                
Walker regarding legality of          
securities registered under           
this Registration Statement           
and to the references to              
such attorney in the                  
prospectus filed as part of           
this Registration Statement           
(10)              License Agreement with Sky Way                                
Global                                  
(10.1)            Consulting Agreement with ARJ Associates                      
(to be filed by amendment)                
(23)              Consent of Pritchett, Siler &                                 
Hardy, P.C.                             

SB-2/A
71st Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 71st

Item 28.   Undertaking.                                                         

The undersigned registrant hereby undertakes:                                   

(a)(1)   To file, during any period in which offers                             
or sales are being made, a post-effective amendment                             
to this Registration Statement:                                                 

(i) To include any prospectus required by Section                             
10(a)(3) of the Securities Act of 1933;                                         

(ii) To reflect in the prospectus any facts or                                
events which, individually or together, represent a                             
fundamental change in the information in the                                    
registration statement.   Notwithstanding the                                   
foregoing, any increase or decrease in volume of                                
securities offered (if the total dollar value of                                
securities offered would not exceed that which was                              
registered) and any deviation form the low or high                              
end of the estimated maximum offering range may be                              
reflected in the form of prospectus filed with the                              
Commission pursuant to Rule 424(b) if, in the                                   
aggregate, the changes in volume and price                                      
represent no more than a 20% change in the maximum                              
aggregate offering price set forth in the                                       
"Calculation of Registration Fee" table in the                                  
effective registration statement; and                                           

(iii) To include any additional or changed material                             
information on the plan of distribution.                                        

(2)  That, for the purpose of determining any                                   
liability under the Securities Act, we shall treat                              
each such post-effective amendment as a new                                     
registration statement of the securities offered,                               
and the offering of the securities at that time                                 
shall be deemed to be the initial bona fide                                     
offering.                                                                       

(3)  To file a post-effective amendment to remove                               
from registration any of the securities that remain                             
unsold at the end of the offering.                                              

Insofar as indemnification for liabilities arising                              
under the Securities Act of 1933 may be permitted                               
to directors, officers and controlling persons of                               
the small business issuer pursuant to the foregoing                             
provisions, or otherwise, the small business issuer                             
has been advised that in the opinion of the                                     
Securities and Exchange Commission such                                         
indemnification is against public policy as                                     
expressed in the Act and is, therefore,                                         
unenforceable.                                                                  

SB-2/A
72nd Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 72nd

In the event that a claim for indemnification                                   
against such liabilities (other than the payment by                             
the small business issuer of expenses incurred or                               
paid by a director, officer or controlling person                               
of the small business issuer in the successful                                  
defense of any action, suit or proceeding) is                                   
asserted by such director, officer or controlling                               
person in connection with the securities being                                  
registered, the small business issuer will, unless                              
in the opinion of its counsel the matter has been                               
settled by controlling precedent, submit to a court                             
of appropriate jurisdiction the question whether                                
such indemnification by it is against public policy                             
as expressed in the Securities Act and will be                                  
governed by the final adjudication of such issue.                               

SB-2/A
Last Page of 73
TOC
1st
Previous
Next
↓Bottom
Just 73rd
Signatures                                          

Pursuant to the requirements of the Securities Act                              
of 1933, as amended, the Registrant has duly                                    
caused this Registration Statement to be signed on                              
its behalf by the undersigned, thereunto duly                                   
authorized in Tampa Florida, as of the 13th of                                  
December, 2002.                                                                 

Sky Way Aircraft, Inc.                                                          

By  /s/Brent C. Kovar                                                           
------------------------                                                
President and Director                                                  

Pursuant to the requirements of the Securities Act                              
of 1933, as amended, this Registration Statement                                
has been signed below by the following persons in                               
the capacities and on the dates indicated and each                              
of the undersigned persons, in any capacity, hereby                             
severally constitutes a majority of the Board of                                
Directors.                                                                      

                                                                [Download Table]

Signature                          Title                   Date  
---------                         ------                   ----- 
                                                                 

/s/James S. Kent              CEO/Director               12/13/02
----------------------                                           
James S. Kent                                                    

/s/ James Dublikar         Controller/CFO/ Director      12/13/02
James Dublikar                                                   

/s/Brent C. Kovar              President/Director        12/13/02
----------------------                                           
Brent C. Kovar                                                   

/s/Joy Carson Kovar             Director                 12/13/02
----------------------                                           
Joy Carson Kovar                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		12/31/03		3		36
Filed on:		12/13/02		1		3
		11/26/02		7		18
		7/31/02		5		54
		7/12/02		36					SB-2
		5/30/02		21
		5/8/02		56
		5/2/02		17
		5/1/02		30		66
		4/30/02		30		66
		4/24/02		5		70
		2/8/02		20
		9/11/01		10		30
									List all Filings