UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]                   ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the annual period ended August 31, 2007

                                       OR

[_]                 TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from __________ to ______________

                        Commission File Number 333-138989

                              SEA 2 SKY CORPORATION
             (Exact name of registrant as specified in its charter)

               Nevada                                     98-0479847
-------------------------------------            ------------------------------
   State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization                      Identification No.)

            RPO 75156, White Rock, British Columbia, Canada, V4B 5L4
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (604) 313-5410


Securities registered under Section 12(b) of the Exchange Act:
    Title of each class                Name of each exchange on which registered
            None                                       None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes [X] No [_ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [_]

The Company did not recognize any revenue for the year ended August 31, 2007.


                                       1
<PAGE>

Aggregate  market  value of the  voting  common  equity  held by  non-affiliates
computed  by  reference  to the price at which the common  equity was sold as of
October 31, 2007: $88,000

Number of common voting shares outstanding as of October 31, 2007: 4,380,000

Transitional Small Business Disclosure Format:  Yes [_]  No  [X]

         DOCUMENTS  INCORPORATED  BY  REFERENCE - Form 10-QSB filed on August 8,
2007; our Form 10-QSB filed on April 24, 2007, our Form 10-QSB filed on March 7,
2007, and our Form SB-2/A  Registration  Statement  filed January 5, 2007 and as
described in this Form 10-KSB annual report.



                                       2
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                       Page

<S>                                                                                    <C>
PART I
Item 1.  Description of Business                                                         4
Item 2.  Description of Property                                                        11
Item 3.  Legal Proceedings                                                              11
Item 4.  Submission of Matters to a Vote of Security Holders                            11

PART II
Item 5.  Market For  Common Equity and Related Stockholder Matters                      11
Item 6.  Management's Discussion and Analysis or Plan of Operation                      14
Item 7.  Financial Statements                                                           16
Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure                                                       27
Item 8A.  Controls and Procedures                                                       28
Item 8B.  Other Information                                                             28

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act                              27
Item 10. Executive Compensation                                                         29
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                                29
Item 12. Certain Relationships and Related Transactions and Director
         Independence                                                                   30
Item 13. Exhibits                                                                       30
Item 14. Principal Accountant Fees and Services                                         31
Signatures                                                                              32
</TABLE>




                                       3
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

We  incorporated as Sea 2 Sky Corporation on November 16th, 2005 in the State of
Nevada.  Our principal  executive offices are located at RPO 75156,  White Rock,
British Columbia,  Canada, V4B 5L4. Our telephone number is (604) 313-5410.  Our
Company's fiscal year end is August 31.

We are in the process of establishing a business, which provides personal guided
tours to  tourists  who  travel to North  America  by way of  British  Columbia,
Canada.  We intend to develop all  inclusive  travel  packages that will provide
professional, individual and group services to visitors who arrive in Vancouver,
BC.  Visitors  will choose  from a handful of packages  that will take them from
Vancouver,  BC to  Victoria,  Tofino,  Whistler,  Hope or  other  pre-determined
destinations in British Columbia. These tours will range from adrenaline-focused
adventures  to shopping  sprees on  Vancouver's  Robson  Street;  or relaxing in
tranquil  getaways and  capitalizing on the natural beauty that British Columbia
has to offer.

Focusing  initially on the Japanese  market and secondarily on the Asian market,
bilingual  tour  guides and other  necessary  staff will  provide  the  required
services  for  each  visitor  or  group.  Our  professional  staff  will  act as
translators  fluent  in the  language  of the  visitors.  We will  cater  to the
visitors `every' need, providing chauffer services, booking dinner reservations,
sight seeing and guided  tours,  to ensure that clients have the most  rewarding
experience while on vacation.

Principal Products and Services
-------------------------------

We will provide  all-inclusive travel packages with a personalized  assistant to
take care of every  aspect of the  trip.  This  personal  assistant  will  focus
primarily on bridging the language  barrier which often creates  frustration for
travelers.  We will cater to the expressed needs of our clients providing an all
inclusive travel experience.

The Market
----------

During the first year of  operations,  our initial focus will be in the Japanese
market. One of our directors, Misao Hamilton, born and raised in Japan, fluently
reads and speaks both Japanese and English.

Once this  market has been  developed,  we intend to expand  into the South East
Asia markets with the inclusion of Abu Dhabi in the United Arab  Emirates,  at a
later time.  Tourism  statistics have shown that  individuals from these diverse
regions meet the age demographic of people traveling to North American and spend
more money on vacations.

We will first establish a travel agency  affiliate in a major city in Japan with
the intent to eventually  develop in five major cities overseas while continuing
marketing efforts through the Internet.  Printed materials will be used in other
geographic locations.

Japan

We will  begin our  Japanese  marketing  plan in  Tokyo.  With a  population  of
12,378,000  Tokyo  offers  the  demographic  most ideal for  traveling  to North
America.  Statistics  show that 70% of individuals in Tokyo are between the ages
of 15-64. We are directing  marketing toward this  demographic,  as children and
older seniors tend to be less active and less inclined to travel long  distances
for vacations.

We will potentially establish an affiliate  relationship with a travel agency in
Osaka.  For the  immediate  future,  print and direct  mail,  combined  with the
Internet will be the main tools to reach this market.  Osaka has a population of
8,814,000 with 68.4% falling into the 15-64 year old target demographic.

South Korea

Seoul  will be the city in South  Korea  where we will  establish  an  affiliate
relationship with another travel agency.  With a population of 20,982,273,  this
city has seen an increase in individual wealth over the last 20 years and is now
an ideal place to market adventure tours and  all-inclusive  tours to the middle
class.  The age demographic  that we are marketing  towards is well  established
within the city with 72% falling between the ages of 15-64 years of age.

                                       4
<PAGE>

Thailand

Bangkok  will  be the  city  in  Thailand  where  we will  create  an  affiliate
relationship.  Bankok has a population of 10,748,445 and has an immerging middle
class  which is more  inclined  to travel and spend  money more so now than ever
before. Thailand has many cities to market to and like the other countries print
media and Internet  tools will be used to create  awareness of the services that
we offer.

China - Hong Kong

Hong Kong is where we will establish an affiliate program in with another travel
agency.  With a population  of  6,898,686.  Hong Kong is one of the most densely
populated  cities in the world.  Hong Kong lends itself to ideal  geographic and
demographic  opportunities for our products.  With an emerging middle class this
area of the world has  increased its spending and  individuals  in this area are
engaging in more travel activities.

United Arab Emirates

Abu Dhabi is the only city outside of South East Asia where we plan to create an
affiliate  relationship with another travel agency.  Abu Dhabi attracts visitors
throughout the world and has a strong  international name.  Individuals who live
in Abu Dhabi travel often and are among the wealthiest individuals in the world.
With a population of 1.01 million people this will be the smallest city where we
will be market our services.

Competition and Competitive Strategy
------------------------------------

There are many  all-inclusive  destination  resorts for travelers  from which to
choose.  There are also  numerous  competitors  who offer tour packages for sale
through  agencies  and/or web sites which will compete with us for the traveler,
tourist and tour groups. These competitors include:
   o   www.vacationstogo.com
   o   www.travelocity.com
   o   www.expedia.com
   o   Flight Centers
   o   www.exitnow.ca

We are  differentiated  from the others by offering services that other agencies
do not offer. Not only will we handle booking the flights and hotels but will go
further to offer personalized services that include: personal chauffer, personal
shopper,  and event  planners,  all with a  translator  and  personal  assistant
fulfilling the expressed  requests of the guest. Our competitive  advantage will
be gained by providing a high service level and  accommodating the wishes of the
guest.  The goal is to  surpass  the  expectation  of the  guests  providing  an
experience that is better than expected thereby leaving a lasting impression.

Distribution
------------

We will market using two key forms of advertising.

The first will be using print media, both on the Internet and in national travel
publications.  We will create a media  presence and  establishing a recognizable
product for the niche market described above. Direct mail campaigns will explain
the  benefits of  traveling  with us and the added value of having a  translator
available to help meet specific needs.  Our promotions will outline an affiliate
program  where  agencies  will be able to make a profit from  selling our tours.
Pictures will also  accompany the brochure so people will see the natural beauty
of British Columbia.

Second,  we will begin cross  promotions with other travel agencies  encouraging
reciprocal  business  with every travel  package  sold.  As our target market is
South East Asia,  Internet  marketing  will also be a major  focus.  By having a
strong  presence on the  Internet,  costs will remain  lower than  traveling  to
promote our services.  Cross  promotions  will allow our products and service to
reach a much  wider  audience  than would  otherwise  be reached if face to face
selling were used.

                                       5
<PAGE>

Sources and Availability of Products and Supplies
-------------------------------------------------

Our directors,  through their industry  experience and  connections  are able to
take the  individual  pieces and put  together  the various all  inclusive  tour
packages  that will be offered.  Over the next year,  our officers and directors
will provide all aspects needed by the business. Hotels, accommodations,  travel
and other bookings will be done through us and  availability is assured with the
service  providers that we will used. The sources and availability of the travel
packages  themselves  are at no  risk of  being  unavailable,  as many of  these
packages already exist and can be outsourced.  We will add the personal touch by
providing the translator/tour guide/personal service provider. Clients will have
the luxury of choosing from numerous options to ensure a rewarding experience.

Dependence on One or a Few Major Customers
------------------------------------------

We are not  dependent on one or a few major  customers.  We are dependant on the
middle class market of each region and their  predictability to travel. Based on
the limited research done on the internet,  we believe that the five cities that
we are putting our focus into will result in a viable business assuming that the
economic status stays the same or improves.  If and when economic status changes
in any one of the cities, we are prepared to refocus and provide what the market
demands.

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations
-------------------------------------------------------------------------------
& Concessions
-------------

There are no inherent factors or circumstances associated with this industry, or
any of the products or services  that will be provided that would give cause for
any  patent,  trademark  or license  infringements  or  violations.  We have not
entered into any franchise  agreements or other  contracts  that have given,  or
could give rise to obligations or concessions.

Governmental Controls and Approvals
-----------------------------------

In regards to both the retail and customer  service parts of this business,  the
major area for  government  control  or need for  government  approval  would be
concerning business licensing. We will ensure that affiliates have the necessary
business  licenses and are members in good standing with their local  government
regulators.

All of the  services  being  offered for sale will be purchased  from  reputable
service providers and will carry the necessary  government and industry standard
approvals. We do not intend to promote products or services of any business that
are restricted in Canada and the United States.

Existing or Probable Government Regulations
-------------------------------------------

Other than the licensing  requirements discussed above, there are no other types
of  government  regulations  existing  nor are we aware of any such  regulations
being contemplated that adversely affect our ability to operate.

Research and Development Activities and Costs
---------------------------------------------

We do not have any plans for research and development.

Compliance with Environmental Laws
----------------------------------

There are no environmental laws that have been enacted,  nor are we aware of any
such laws being contemplated for the future, that address issues specific to the
business.



                                       6
<PAGE>

Facilities
----------

We do not own or rent  facilities of any kind. At present  operations  are being
conducted from the offices of our  President,  Irene Getty and she provides this
space free of charge.  We will continue to use this space for executive  offices
for the foreseeable future.

Employees
---------

We have no  employees  at the present  time.  The  officers  and  directors  are
responsible  for all  planning,  developing  and  operational  duties,  and will
continue to do so throughout the early stages of growth. There are no intentions
in hiring employees until the business has been successfully  launched and there
is sufficient,  reliable revenue flowing into our company from  operations.  The
officers and directors  will do whatever work is necessary to bring the business
to the point of having positive cash flow. Human resource  planning will be part
of an ongoing  process that will include  constant  evaluation of operations and
revenue realization. In any case, management has no intention of hiring any full
time employees during the next fiscal year.

Risk Related to our Business
----------------------------

You  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained herein as well as the information included in this Annual
Report in evaluating  our business and  prospects.  The risks and  uncertainties
described  below are not the only  ones we face.  Additional  unknown  risks and
uncertainties,  or that we currently believe are immaterial, may also impair our
business  operations.  If any of the  following  risks  occur,  our business and
financial  results  could be harmed.  You should refer to the other  information
contained in this Annual  Report,  including  our financial  statements  and the
related notes.

Our  Business  Plan  and  Concept  are  Unproven  and the  Ability  to  Commence
--------------------------------------------------------------------------------
Significant Operations is Questionable.
--------------------------------------
We are unaware of any other business that operates or has operated with the same
or similar business  purpose as outlined in this  prospectus.  We have no way to
judge  whether or not the business plan is viable.  Therefore,  an investment in
our  company is very  risky,  as the  business  model  cannot be compared to any
similar operations.

We Have Never Sold Any Tour Packages and May Never Be Able To Do So  Profitably.
--------------------------------------------------------------------------------
Our  Failure to Sell Tour  Packages  Profitably  Will Drain  Available  Cash and
--------------------------------------------------------------------------------
Eventually Force Us to Cease Operations.
---------------------------------------
We formed our Company in  November  2005 and there is no  meaningful  historical
data for an  investor to  evaluate.  The  revenue  and income  potential  of our
business and the market for online sales of tour  packages has to be proven.  We
will encounter risks and difficulties commonly faced by early-stage companies in
new and rapidly evolving markets.  We intend to make significant  investments in
our infrastructure, website and affiliates. As a result, we have a net loss from
operations since inception and may not be able to reach or sustain profitability
in the  future.  If we fail to  become  profitable,  we will be  forced to cease
operations.

Difficulty for Our Stockholders to Resell  Their Stock Due to a  Lack  of Public
--------------------------------------------------------------------------------
Trading Market
--------------
There is  presently no public  trading  market for our common  stock,  and it is
unlikely that an active public trading market can be established or sustained in
the foreseeable future. Until there is an established trading market, holders of
our common stock may find it difficult to sell their stock or to obtain accurate
quotations  for the price of the common stock.  If a market for our common stock
does develop, stock price may be volatile.

Our Independent  Auditors' Report States that there is a Substantial  Doubt that
--------------------------------------------------------------------------------
we will be able to Continue as a Going Concern.
----------------------------------------------
Our  independent  auditors  Schumacher  & Associates  Inc., a Registered  Public
Accounting Firm, state in their audit report, and included with this prospectus,
that the Company has minimal business operations to date and has losses to date,
which raise substantial doubt about its ability to continue as a going concern.

Securing Travel Agencies as Affiliates Under Contact,  Which We Have Not Done to
--------------------------------------------------------------------------------
Date, is Critical to Our Ability to Have our Tour Packages Represent For Sale in
--------------------------------------------------------------------------------
the Various  Japanese and Asian Markets.
---------------------------------------
Securing  one or more  affiliates  under  contract  to sell  our  tour  packages
involves  a  number  of  important   steps:

     o    Establishing  sufficient brand recognition to attract the attention of
          affiliates as well as the tourist;
     o    Offering sufficient financial incentives and marketing resources as to
          attract appropriate affiliates;

                                       7
<PAGE>

     o    Successfully contracting with, and keeping under contract, appropriate
          affiliates.

Identifying and contracting with appropriate  affiliates involves the successful
execution of the above steps,  which requires  capital and human  resources.  We
have not made any efforts to put  affiliates  under contract to date. We may not
have  sufficient  capital or human resources to  successfully  accomplish  these
steps. If we fail to identify,  contract with and retain appropriate affiliates,
we will not attract customers, without whom we will not derive revenues and will
be unable to continue operations.

We Must Build a Website  Offering  Travel  Tour  Packages in Order to be Able to
--------------------------------------------------------------------------------
Sell  These  Tour  Packages  to the  Public  or We Will  Not Be  Able to  Derive
--------------------------------------------------------------------------------
Sufficient  Revenue.
-------------------
In order to establish  these venues to market  specialty  tour  packages we must
establish;
     o    An Internet  website  highlighting  all of our  contracted  affiliates
          along with the tour packages and the specialty  services being offered
          for sale;
     o    E-commerce  capability  on our  Internet  website  so that we can sell
          these   packages   directly  to  online   customers  for  delivery  of
          itineraries and booked services to their homes or offices;
     o    Affiliate  websites  that will  allow  our  affiliates  to market  our
          products to affiliate  clients as well as acknowledging  the affiliate
          contracts.

All of these  projects  are in the  early  stages  of  development  and  require
substantial time and resources to complete.  We are in the process of developing
a basic  website,  which will feature our current  business  plan.  We hope this
website can generate sufficient capital to develop our planned affiliate program
and e-commerce website. In addition, we may sell our tour packages through other
means in order to raise the necessary capital. This may include selling our tour
packages  through  other  agencies,  although  we  currently  do  not  have  any
preliminary agreement with any agency.

Failure to Develop the  Audience or to Convert the Audience to  Purchasers  Will
--------------------------------------------------------------------------------
Result in  Insufficient  Sales  and  Revenue  and We May Not Be Able to  Sustain
--------------------------------------------------------------------------------
Operations.
----------
We expect that many of the same factors that will influence potential purchasers
to visit our  affiliates  or view our online  brochures  will also control their
purchasing.  We may not be successful in achieving  either of these ends without
being able to:
    o     Drive purchasers to an affiliate location and e-commerce Internet site
          which we plan to build;
    o     Sign affiliates and/or travel agencies under contract that will appeal
          to our  customer  demographic,  both online  customers  and  affiliate
          retail store-front customers;
    o     Establish and enhance our  infrastructure to handle an expanded number
          of affiliates and their clients;
    o     Continue  to  research  and  develop  affiliates  along with  expanded
          offering of tour packages;
    o     Diversify  our product  offerings to appeal to a more diverse range of
          travelers and visitors to British Columbia.

Our investment in these programs will require substantial amounts of cash, which
may not be available.  Such  expenditures  will affect  adversely our short-term
profitability.  In the interim we have  developed a  scaled-down  version of our
planned  Internet site. We may fail to successfully  implement these programs or
otherwise  fail to develop a qualified  audience of  purchasers.  Such a failure
would  impact  revenues  adversely,  and cause our  business to suffer.  Without
sufficient revenues,  we will be unable to fund our ongoing operations and would
have to cease operations.

We May Not be Able to Compete  Effectively  Against  Dominant  Companies  in the
--------------------------------------------------------------------------------
Tourism  and Travel  Business  or the Online  Specialty  Tour  Package  Business
--------------------------------------------------------------------------------
Because We Lack the Equipment, Staff, Strategic Alliances and Experience.
------------------------------------------------------------------------
There are numerous,  well-financed  competitors who offer tour packages for sale
through  agencies  and/or web sites which will directly  compete with us for the
traveler,  tourist and tour group  operators.  Several  competitors  have larger
staffs, more resources,  more strategic alliances,  more sophisticated equipment
and more  experience in the field of providing  tour packages to the public than
we do. We have not demonstrated that we can compete  successfully  against these
competitors  and we may  not be  able  to in the  future.  If we are  unable  to
effectively  compete in the travel  industry,  our results  would be  negatively
affected, we may be unable to implement our plan and we might ultimately fail.

                                       8
<PAGE>

If Essential Officers Leave Prior to Securing Replacements,  the Company Will Be
--------------------------------------------------------------------------------
Left Without  Management or Employees and Its Business  Operations  Would Cease.
--------------------------------------------------------------------------------
Our chief executive officer,  secretary and a director are entirely  responsible
for the development and execution of our business. They are under no contractual
obligation  to remain  employed by us. If any of them should  choose to leave us
for any reason before we have hired additional personnel,  we will fail. Even if
we are able to find additional personnel,  it is uncertain whether we could find
someone  who could  develop  the tour  packages,  provide  the  translation  and
cultural  component of our packages,  complete the website and secure affiliates
for us. We will fail without appropriate replacements.

If Ms.  Misao  Hamilton,  an  Essential  Director,  Leaves  Prior to  Securing a
--------------------------------------------------------------------------------
Replacement,  the  Company  Will Be Left  Without a Bilingual  Employee  and Its
--------------------------------------------------------------------------------
Business Operations Would Cease.
-------------------------------
Our directors are entirely  responsible for the development and execution of our
business.  They are under no contractual obligation to remain employed by us. If
Ms.  Hamilton  should  choose to leave us for any  reason  before we have  hired
additional  personnel,  we will  fail.  Even if we are  able to find  additional
personnel,  it is uncertain whether we could find someone who would be fluent in
both English and Japanese. We will fail without an appropriate replacement.

Our  Management  Has No Prior  Experience  in Running an Internet  Business  and
--------------------------------------------------------------------------------
Therefore May Not be Able to  Successfully  Manage the  Development or Growth of
--------------------------------------------------------------------------------
Our Company in This Field.
-------------------------
Our management has no experience in running a travel internet business. Although
Ms. Rose has some experience marketing travel and tour packages, this experience
may not be useful in developing and marketing products that are appealing to the
internet  browser.   The  internet  business  present  serious   managerial  and
operational  challenges.  Our inexperience may cause us to make serious mistakes
in the  development or  implementation  of our business plan which could make it
impossible  for us to  profitably  package  and offer for sale  travel  and tour
packages  on the  Internet.  Our  management  may be unable to develop or grow a
business in this field due to its inexperience.

Unrestricted Sales of 880,000 Shares of Stock By Our Selling  Stockholders Could
--------------------------------------------------------------------------------
Have a Huge Negative  Impact on Our Share Price,  and the Market For Our Shares.
--------------------------------------------------------------------------------
Rules of the SEC about penny  stocks  apply to us and may impair our share price
and marketability.

The Securities and Exchange Commission has adopted a number of rules to regulate
"penny stocks." Such rules include Rules 3a51-1,  15g-1,  15g-2,  15g-3,  15g-4,
15g-5,  15g-6,  15g-7,  and 15g-9 under the Securities  Exchange Act of 1934, as
amended.  Because our securities constitute "penny stocks" within the meaning of
the  rules,  the rules  apply to us and our  securities.  (See  "Description  of
Securities Penny Stock Classification.")

"Penny Stocks" are stocks:
1.  with a price of less than $5.00 per share;
2.  that are not traded on a "recognized" national exchange;
3.  whose price are not quoted  on the  NASDAQ  automated Quotation  at not less
    than $5.00 per share;
4.  issuers  with  net  tangible  assets of less than $2  million (if the issuer
    has been in continuous operation less than three years as is our situation).

The requirements  affecting  brokers  affecting trades in our shares,  which are
discussed in the Risk Factors immediately following, reduce the potential market
for our shares by reducing the number of potential investors.  This will make it
more difficult for investors in our common stock to sell shares to their parties
or to otherwise  dispose of them.  This, in turn, could cause our stock price to
decline,  and this impediment to trading could cause  difficulty to our stock to
ever  develop  any  consistency  in volume,  or any  substantial  volume,  which
negatively  affects liquidity of the shares and which may affect our share price
negatively.

We May Issue  Shares to Raise  Capital or For  Services in the Future at a Price
--------------------------------------------------------------------------------
Lower Than That Paid By Current  Investors  and Such Actions  Would be Dilutive,
--------------------------------------------------------------------------------
Even Highly  Dilutive,  of Current  Outstanding  Shares,  Which Would  Adversely
--------------------------------------------------------------------------------
Affect Market Values.
--------------------
We will need to raise  substantial  additional  capital and may issue shares for
cash,  services,  or  acquisitions  at a price  less than  that paid by  current
owners,  as needs  arise.  This poses a risk for  investors  in that there is no
protection  for them against such  dilutive  issuances,  which could  ultimately
adversely affect the market and price for our shares, if a market ever develops.

Our Operating  Results in Future  Periods are Likely to Fluctuate  Significantly
--------------------------------------------------------------------------------
and May Fail to Meet or  Exceed  the  Expectations  of  Securities  Analysts  or
--------------------------------------------------------------------------------

                                       9
<PAGE>

Investors,  and This  Could  Affect  Our Market  Price,  If Any.
---------------------------------------------------------------
Our annual and quarterly operating results are likely to fluctuate significantly
in the future due to numerous factors, many of which are outside of our control.
These factors include many of which are discussed in other risk factors; such as
low  revenues,  competition,  failure  to  approve  products  proposed,  lack of
additional capital,  competition,  management changes, and intellectual property
infringement  claims to extremely high operating costs. If our operating results
are negatively affected by any of these factors, our operating results in future
periods could fail to meet or exceed the expectations of securities  analysts or
investors.  In that event,  any trading  price of our common  stock would likely
decline.

We May Be Unable to Obtain the Additional Capital Required to Grow Our Business.
--------------------------------------------------------------------------------
We May  Have to  Curtail  Our  Business  if We  Cannot  Find  Adequate  Funding,
--------------------------------------------------------------------------------
Resulting   Ultimately  in  Business  Failure.
---------------------------------------------
Our  ability  to  grow  depends  significantly  on our  ability  to  expand  our
operations  through  internal  growth and by acquiring other companies or assets
that  require  significant  capital  resources.  We may need to seek  additional
capital  from  public or private  equity or debt  sources to fund our growth and
operating  plans and respond to other  contingencies  such as:
    o     shortfalls in anticipated revenues or increases in expenses;
    o     the development of  new services;
    o     the  expansion  of  our  operations,   including  the  recruitment  of
          additional personnel.

We cannot be  certain  that we will be able to raise  additional  capital in the
future on terms acceptable to us or at all. If alternative  sources of financing
are  insufficient  or  unavailable,  we may be required to modify our growth and
operating  plans in  accordance  with the  extent of  available  financing.  Any
additional  equity  financing  may  involve  substantial  dilution  to our  then
existing shareholders.

We Have a  Limited  Operating  History  That You Can Use to  Evaluate  Us,  and,
--------------------------------------------------------------------------------
Therefore,  We May Not  Survive  If We  Meet  Some  of the  Problems,  Expenses,
--------------------------------------------------------------------------------
Difficulties,  Complications  and Delays  Frequently  Encountered  by a Start up
--------------------------------------------------------------------------------
Company.
-------
We were  incorporated  on November 16, 2005 in the State of Nevada.  To date, we
have not undertaken any significant  operations.  Accordingly,  you can evaluate
our business,  and,  therefore,  our future  prospects,  based only on a limited
operating  history.  You must  consider our  prospects in light of the risks and
uncertainties encountered by start up companies. To date, we have completed only
part of our business plan. As a start-up  company,  we can provide no assurances
that we will be able to make the necessary steps to achieve profitability in the
future,  such as expanding  our customer  base and  expanding  our online travel
related services to traditional retail venues.

We are subject to all the  substantial  risks inherent in the  commencement of a
new business enterprise with new management. We can provide no assurance that we
will be able to successfully generate revenues,  operate profitably, or make any
distributions  to the  holders  of our  securities.  We have a limited  business
history  for you to analyze or to aid you in making an  informed  judgment as to
the merits of an  investment  in our  securities.  Any  investment in our common
stock should be  considered a high risk  investment  because you will be placing
funds at risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often subject.

As we have such a limited history of operation, you will be unable to assess our
future  operating  performance or our future  financial  results or condition by
comparing these criteria against our past or present equivalents.

If We Are Unable to Generate Significant Revenues from Our Operations, We May Be
--------------------------------------------------------------------------------
Unable to Expand Our Services and May be Forced to Cease  Operations.
--------------------------------------------------------------------
If we are unable to generate significant revenues from our operations,  we could
be forced  to delay,  scale  back or  eliminate  certain  services  and  product
development  programs. We intend to increase the number of destinations featured
on our site and our products  offered.  Ultimately the expansion of our products
and featured destinations may allow us to become profitable. However, if we fail
to generate  significant revenues in the future, then we will not able to expand
our product line as we  anticipate.  This failure to expand may hurt our ability
to raise additional  capital which could have a negative effect on our business,
operating results,  or financial  condition to such extent that we are forced to
restructure,  file for bankruptcy, sell assets or cease operations, any of which
could put your investment dollars at significant risk.

Our Stock Price May Experience  Volatility  Because of Competitive  Developments
--------------------------------------------------------------------------------
and Other  Factors  Beyond  Our  Control  and You May Lose All Or a Part of Your
--------------------------------------------------------------------------------

                                       10
<PAGE>

Investment.
----------
The  market  prices  of stock  for  companies,  which  provide  travel  services
particularly  following  an initial  offering,  often reach  levels that bear no
relationship to the past or present  operating  performance of those  companies.
These market prices may not be sustainable in the after market.


ITEM 2.  DESCRIPTION OF PROPERTY

We do not own any  property,  real or  otherwise.  For the  next  year,  we will
conduct our  administrative  affairs from the office  located in the home of our
President, at no cost to our company.

We do not have any  manufacturing  plants  and have  minimal  equipment  for the
operation of our business.

We do not have any investments or interests in any real estate.


ITEM 3.  LEGAL PROCEEDINGS

We  are  not a  party  to  any  legal  proceedings,  nor  are  we  aware  of any
contemplated or pending legal proceedings against us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our annual shareholders' meeting on March 12, 2007.

All of the shareholders of the Corporation attended. It was unanimously resolved
that Irene Getty,  Sandra Rose and Misao Hamilton be elected as the entire Board
of Directors  until the next annual meeting of the  shareholders  or until their
respective successors are elected and qualified.

It was further  resolved  that all previous acts taken by the Board of Directors
were approved, authorized, ratified, reaffirmed and confirmed in all respects.


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares of common  stock,  par value $0.001 per share,  are quoted on the OTC
Bulletin  Board under the symbol "SSKY"  starting  September 1, 2007. Our common
stock had not traded on any markets prior to August 31, 2007.

The following table sets forth the range of high and low closing sale prices for
the common stock as reported by the OTC Bulletin Board for the periods indicated
below.


Holders

As of October 31, 2007, there were  approximately  42 registered  holders of our
common stock.

Dividend Policy

We have never  declared  or paid  dividends  on our common  stock.  We intend to
retain  earnings,  if any,  to  support  the  development  of our  business  and
therefore do not anticipate  paying cash dividends for the  foreseeable  future.
Payment of future  dividends,  if any, will be at the discretion of our board of
directors after taking into account various factors, including current financial
condition, operating results and current and anticipated cash needs.

RECENT SALES OF UNREGISTERED SECURITIES

The  following is a history of our sales of  unregistered  securities  since our
incorporation on November 16, 2005.

                                       11
<PAGE>

On  November  16,  2005,  Irene  Getty,  who is the founder of our company and a
member of the board of directors, purchased by subscription, 1,500,000 shares of
common stock at a price of $0.01 per share for a total of $15,000.

Sandra Rose,  an officer and  director,  and Misao  Hamilton,  a director,  each
purchased, by subscription,  1,000,000 shares for a total of 2,000,000 shares of
our common stock on November  29th,  2005, at a private  offering price of $0.01
per share for a total of $20,000.

There were no promoters  being used in relation to this offering.  No person who
may, in the future,  be considered a promoter of this offering,  will receive or
expect to receive assets,  services or other considerations from our company. No
assets will be, nor expected to be,  acquired from any promoter on behalf of the
company.  We have not entered into any agreements that require disclosure to the
shareholders.

We qualified for an exemption from registration  under Rule 504 in both of these
issuances since it is not subject to the reporting requirements of Section 13 or
15(d) of the  Securities  Act of 1933,  is not an investment  company,  it had a
specific  business plan at the time it sold the  securities,  it was not a blank
check company, as that term is defined in Rule 419(a)(2) of Regulation C or Rule
504 (a)(3) of Regulation D of the  Securities  Act of 1933.  Neither our company
nor any person acting on its behalf offered or sold any of the securities by any
form of general  solicitation  or general  advertising.  The securities sold are
restricted  shares;  the purchasers were informed that the securities  cannot be
resold without the securities  being registered under the Securities Act of 1933
or an  exemption  there from.  We exercised  reasonable  care to assure that the
purchases were not underwritten  within the meaning of section 2(a) (11) of this
Act including  but not limited to the  placement of a restrictive  legend on the
certificates  representing the shares, and the aggregate offering price was less
that $1,000,000.

SALE OF REGISTERED SECURITIES AND USE OF PROCEEDS

On January 17, 2007, our  Registration  Statement on Form SB-2,  commission file
number 333-138989,  became effective,  enabling us to offer up to 880,000 shares
of common stock of our company at a price of $0.10 per share.  May 31, 2007,  we
accepted  subscriptions  for 880,000  shares from  thirty-nine  (39)  investors,
raising a total of $88,000  less  deferred  offering  costs of  $15,787  for net
proceeds of $72,213. There were no underwriters for this offering.  3,500,000 of
the 4,380,000  outstanding  common shares are currently held by our officers and
directors.

On August 17, 2007,  we obtained  regulatory  approval to post our common shares
for trading on the OTC/BB under the trading symbol "SSKY."

The following is the use of proceeds for actual expenses  incurred in connection
with our financing efforts from January 17, 2007.



                                       12
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------
                  Expense                 Amount of direct or indirect         Amount of direct or
                                        payments to directors, officers,   indirect payments to others
                                               general partners, 10%
                                         shareholders or affiliates of
                                                  the Issuer
------------------------------------------------------------------------------------------------------
<S>                                     <C>                                <C>
Legal Counsel                                          $ 0                            $7,500
------------------------------------------------------------------------------------------------------
Total                                                  $ 0                            $7,500
------------------------------------------------------------------------------------------------------
</TABLE>

The costs of the  offering  described  above were paid  directly  from  existing
working capital.

The following  table notes the use of proceeds for actual  expenses  incurred in
connection with our financing  efforts from January 17, 2007 to August 31, 2007.
This chart is detailing  the use of net offering  proceeds  from the offering of
the securities.

<TABLE>
<CAPTION>
=============================================================================================================
                  Expense                       Amount of direct or indirect     Amount of direct or indirect
                                              payments to directors, officers,        payments to others
                                                    general partners, 10%
                                                shareholders or affiliates of
                                                         the Issuer
-------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                <C>
Legal Counsel and Auditor                                    $ 0                                  $7,593
-------------------------------------------------------------------------------------------------------------
Bookkeeping, Office & Administration                          0                                    4,658
-------------------------------------------------------------------------------------------------------------
Miscellaneous Administrations Expenses                        0                                       68
                                                              -                                       --
-------------------------------------------------------------------------------------------------------------
Total                                                        $ 0                                 $12,319
                                                                                                 -------
=============================================================================================================
</TABLE>

The  proceeds  from  our  offering  are to be  used to fund  our  operations  as
described in the SB-2 offering document incorporated by reference herein. Item 2
"Plan of Operation."


DESCRIPTION OF SECURITIES

Common Stock

We are  authorized to issue up to 75,000,000  shares of Common Stock,  $.001 par
value.  At  present,  we are not  authorized  to issue  any  series or shares of
preferred  stock.  The holders of our Common  Stock are entitled to one vote per
share held and have the sole  right and power to vote on all  matters on which a
vote  of  stockholders  is  taken.  Voting  rights  are  non-cumulative.  Common
stockholders are entitled to receive  dividends when, as, and if declared by the
Board of Directors,  out of funds legally  available  therefore and to share pro
rata in any distribution to stockholders. Upon liquidation,  dissolution, or the
winding up of our Company,  common  stockholders are entitled to receive the net
assets of our Company in proportion to the  respective  number of shares held by
them after  payment of  liabilities  which may be  outstanding.  The  holders of
Common Stock do not have any  preemptive  right to subscribe for or purchase any
shares of any class of stock of the Company.  The  outstanding  shares of Common
Stock will not be subject to further call or  redemption  and are fully paid and
non-assessable.  To the extent that  additional  common  shares are issued,  the
relative interest of existing stockholders will likely be diluted.

Stock Purchase Warrants

None.

Stock Purchase Options

None.




                                       13
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Cautionary and Forward-Looking Statements
-----------------------------------------

In  addition  to  statements  of  historical  fact,  this Form  10-KSB  contains
forward-looking  statements.  The  presentation  of future  aspects of Sea 2 Sky
Corporation  (the "Company" or "Issuer") found in these statements is subject to
a number of risks and  uncertainties  that could cause actual  results to differ
materially from those reflected in such statements. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  only  as  of  the  date  hereof.  Without  limiting  the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties  that may  cause  the  Company  actual  results  to be  materially
different from any future  results  expressed or implied by the Company in those
statements.  Important  facts that could prevent the Company from  achieving any
stated goals include, but are not limited to, the following:

(a)  volatility or decline of the Company's stock price;

(b)  potential fluctuation in quarterly results;

(c)  failure of the Company to earn revenues or profits;

(d)  inadequate capital  to continue or  expand its business, inability to raise
additional capital or financing to implement its business plans;

(e)  failure to make sales on an increasing basis;

(f)  rapid and significant changes in markets;

(g)  litigation with or legal claims and allegations by outside parties;

(h)  insufficient revenues to cover operating costs.

There is no assurance that the Company will be profitable, the Company may
not be able to successfully develop, manage or market its products and services,
the  Company  may not be able to  attract  or retain  qualified  executives  and
personnel,  the Company's products and services may become obsolete,  government
regulation may hinder the Company's business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and
stock options,  or the exercise of warrants and stock  options,  and other risks
inherent in the Company's businesses.

The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and any Current  Reports on Form
8-K filed by the Company.

The following discussion of the plan of operation,  financial condition, results
of  operations,  cash flows and  changes in  financial  position  of our Company
should be read in  conjunction  with our most recent  financial  statements  and
notes appearing  elsewhere in this Form 10-KSB;  our Form 10-QSB filed on August
8, 2007, our Form 10-QSB filed on April 24, 2007, our Form 10-QSB filed on March
7, 2007, and our Form SB-2/A Registration Statement filed January 5, 2007.

Plan of Operation

Prior to the public offering of stock, our principal  activities  consisted only
of initial  organizational  activities  and the issuance of common shares to our
original affiliate shareholders. On January 17, 2007, our Registration Statement

                                       14
<PAGE>

on Form SB-2, commission file number 333-138989,  became effective,  enabling us
to offer up to 880,000 shares of common stock of our company at a price of $0.10
per share.  On May 31, 2007, we accepted  subscriptions  for 880,000 shares from
thirty-nine (39) investors,  raising a total of $88,000,  less offering costs of
$15,787. 3,500,000 of the 4,380,000 outstanding common shares are currently held
by our officers and directors.

From this offering, we received $88,000 in cash, allowing us to proceed with our
Plan of  Operation  as set out in our  prospectus,  and in  accordance  with the
budget set out for our corporate  operations for the nine months commencing June
1, 2007.

We have begun the  development  of  all-inclusive  travel  packages.  We have no
employees  at the present  time.  We will  continue to operate with very limited
administrative support, and our current officers will continue to be responsible
for all planning, developing and operational duties, without compensation.  This
will  enable  us  to  preserve  capital  during  the  early  stages  of  company
development.

Milestones

We have begun to develop our website.  We expect that we will finish our website
in 2008. In October 2007, we spent $4,669 of the anticipated  cost of $13,000 to
complete our website.  This website will utilize  artwork and a logo and will be
made available in multiple  languages.  It will outline the services,  products,
fee structure, and ordering instructions. It will also include brief bios on the
personal assistants, pictures of locations, and contact information.

In October 2007, we spent $5,139 for  computers,  computer  software,  printers,
office desk and chairs, and filing cabinet.

We will begin to design a  promotional  campaign  that will be  tailored to each
regional market's  diversity.  The first target will be the Japanese market. The
website  will be the main source of  promotion  and  facilitation  for  visitors
booking their vacations.

Our marketing  strategy involves cross promotions with other travel agencies and
like-minded  businesses  to  increase  the  awareness  of  services.  We plan to
participate in special  interest mailing lists to gain visibility among targeted
audiences  as  well  as  generate  traffic  for the  website.  We  also  plan to
participate  in  industry  related  newsgroups  to gain  visibility  and develop
relationships within targeted markets.  This marketing plan will unfold over the
next six (6)  months  with  budgeted  costs  beginning  at $6,000  and rising to
$20,000 over the course of this period.

During the first stages of our growth,  the officers and directors  will provide
all the labor required to operate the website,  travel arrangements and bookings
at  no  additional   cost.   Since  we  intend  to  operate  with  very  limited
administrative   support,  the  officers  and  directors  will  continue  to  be
responsible until at least August 2008.

Our marketing  strategy is to offer  all-inclusive  travel packages that feature
four destination locations in Canada. Whistler,  Victoria, Tofino, and Hope will
be the destinations.  These packages will be initially  marketed to the Japanese
market,  with the  intent to expand  into the South East  Asian  market:  Tokyo,
Seoul,  Bangkok,  Hong Kong,  and Abu Dhabi.  These  cities will have  affiliate
travel agencies in them working with us to market  products and services.  Other
cities  will have  promotions  such as print and  direct  mail but will not have
affiliate travel  agencies.  Cross promotions with other agencies will be how we
will primarily market in other cities throughout the world.

Expenditures

The  following  table  indicates  our use of proceeds  from the recently  closed
offering to be spent over the six (6) months beginning September 1, 2007.

<TABLE>
<CAPTION>

============================================================================
 Expenditure Item
----------------------------------------------------------------------------
<S>                                                    <C>
Legal Counsel and Auditor                                                407
----------------------------------------------------------------------------
Marketing and Promotion                                               20,000
----------------------------------------------------------------------------
Website Development                                                   13,000
----------------------------------------------------------------------------
Computer Network, Hosting and Telecom                                  8,000
----------------------------------------------------------------------------
Bookkeeping, Office and Administration                                 6,550
----------------------------------------------------------------------------

                                       15
<PAGE>

Office Furniture and Equipment                                        11,000
----------------------------------------------------------------------------
Miscellaneous Administrations Expenses                                   932
----------------------------------------------------------------------------
Total                                                                $59,894
============================================================================
</TABLE>

The expenditure items in the above table are defined as follows:

         Legal Counsel and Auditor:  This  expenditure item refers to the normal
         legal and auditing costs  associated  with fulfilling the reporting and
         auditing obligations of a publicly traded company.

         Marketing  and  Promotions:  This  expenditure  refers to the cost of a
         marketing  program  and the  provision  of product  information  to our
         customers and travel agencies who will join our affiliate program. This
         will  include  direct  marketing  though  local  newspaper  advertising
         directed to specific  geographic  locations and demographic  groups, as
         well as magazine  advertising  and  cross-promotions  with other travel
         agencies.

         Website   Development:   This  expense  is  the  cost  associated  with
         development of our website. The website will be used as a primary means
         to promote  and  provide  our tour  packages.  Work on our  website has
         already  begun.  Eventually,  the  website  will  function  in multiple
         languages   (Japanese,   Mandarin,   Cantonese,   and   Taiwanese)   in
         relationship  with  the  cities  where  we are  able  to  establish  an
         affiliate. Clients will be able to order their complete tour package or
         dialogue  with a consultant  by email to determine the best package for
         them.

         Computer Network,  Hosting and Telecom:  This expenditure refers to the
         mandatory costs associated with having a web-based business. Costs have
         been kept to a minimum to allow for greater  marketing and  promotions.
         These costs, however, will cover hosting the website, telephone service
         and  internet  service for the next six months as well as  assisting in
         customer service, regulatory maintenance and updating. This expenditure
         will pay for multiple  computers users,  assisting in customer service,
         regulatory  maintenances,  and  updating.  It  will  also  allow  for a
         seamless flow of information  of one computer to the others  creating a
         much more efficient working environment.

         Bookkeeping, Office and Administration:  This  expense  is to cover the
         cost of bookkeeping and other office and administrative costs.  It will
         include office supplies.

         Office Furniture and Equipment:  This expenditure  refers to items such
         as desks, chairs, computer hardware and software, multiple work center,
         telephone   system,   filing   cabinets,   and  other  similar   office
         requirements. We have begun acquiring these necessary items.

         Miscellaneous  Administration  Expenses:  This  expense  refers  to any
         miscellaneous  costs that have not been otherwise listed - such as bank
         service charges and sundry items.

Liquidity

Prior to the fiscal year end, we raised $88,000, less deferred offering costs of
$15,787, for net proceeds of $72,213 from the sale of 880,000 common shares.

During the year ended  August  31,  2007,  the  Company  invested  approximately
$33,000 in notes receivable. The note was uncollateralized, bore interest at 5%,
and matured August 2, 2007.  During July,  2007, the Company received payment of
principal and interest in full.

On August 31,  2007,  we had  working  capital of  $85,079,  compared to working
capital of $30,441 at August 31,  2006.  At August 31,  2007,  our total  assets
consisted of cash of $91,858. This compares with total assets at August 31, 2006
also consisting solely of $33,441 in cash.

On August 31,  2007,  our total  current  liabilities,  consisting  of  accounts
payable of $1,079 and accrued  liabilities  of $5,700,  increased to $6,779 from
$3,000, consisting entirely of accrued liabilities, at August 31, 2006.

                                       16
<PAGE>

We have not recognized any revenues from inception to August 31, 2007. Our short
and long term survival is dependent on funding from sales of securities  and, as
necessary, from shareholder loans.

Results of Operations

Our company posted losses of $20,551 for the year ended August 31, 2007 compared
to $4,559 for the prior  period from our  incorporation  on November 16, 2005 to
August 31, 2006.  From  inception to August 31, 2007 we have incurred  losses of
$25,110.  The  principal  component of losses in 2007 was  professional  fees of
$17,723, and office and administration expenses of $3,034.

As of the date of this report,  our net cash balance is  approximately  $74,712.
Cash on hand is  currently  our only  sources of  liquidity.  We do not have any
lending  arrangements in place with banking or financial  institutions and we do
not anticipate that we will be able to secure these funding  arrangements in the
near future.

We  believe  our  existing  cash  balances  are  sufficient  to carry our normal
operations for the next six (6) months. To the extent that we require additional
funds to support our operations or the expansion of our business, we may attempt
to sell  additional  equity shares or issue debt. Any sale of additional  equity
securities  will  result  in  dilution  to  our  stockholders.  There  can be no
assurance  that  additional  financing,  if  required,  will be available to our
company on acceptable terms.

We do not expect to conduct any research and  development  or expect to purchase
or sell any plant or significant equipment during the next twelve month period.

Other than its current  officers,  our company has no  employees  at the present
time. We do not expect to hire any employees within the next twelve months.


QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We  believe  our  market  risk  exposures  arise  primarily  from  exposures  to
fluctuations  in interest rates and exchange  rates.  We presently only transact
business in Canadian  and US Dollars.  We believe  that the  exchange  rate risk
surrounding  the future  transactions  of the  Company  will not  materially  or
adversely  affect  our  future  earnings.  We do not  use  derivative  financial
instruments to manage risks or for speculative or trading purposes.

Off Balance Sheet Arrangements.

None.


ITEM 7.  FINANCIAL STATEMENTS

The  financial  statements  required by this Item begin on Page F-1 of this Form
10-KSB, and include (1) Report of Independent Registered Public Accounting Firm;
(2) Balance  Sheets;  (3)  Statements of  Operations,  Statements of Cash Flows,
Statement of Stockholders' Equity; and (4) Notes to Financial Statements.



                                       17
<PAGE>


                           SEA 2 SKY CORPORATION

                       (A Development Stage Company)

                           FINANCIAL STATEMENTS

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                              AUGUST 31, 2007




                                                                       Page

Report of Independent Registered Public Accounting Firm                 F-2

Financial Statements:

         Balance Sheets                                                 F-3

         Statements of Operations                                       F-4

         Statements of Cash Flows                                       F-5

         Statement of Stockholders' Equity                              F-6

         Notes to Financial Statements                              F-7 to F-10







                                      F-1

<PAGE>



             Report of Independent Registered Public Accounting Firm


Board of Directors
Sea 2 Sky Corporation

We have audited the accompanying  balance sheet of Sea 2 Sky Corporation,  as of
August 31, 2007and  August 31, 2006,  and the related  statements of operations,
stockholders'  equity,  and cash flows for the year ended August 31,  2007,  the
period from  November 16, 2005  (inception)  to August 31, 2006,  and the period
from November 16, 2005 to August 31, 2007.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States 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.  The Company is not
required  to have,  nor were we  engaged  to  perform  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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  our audit  provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Sea 2 Sky  Corporation as of
August 31, 2007 and August 31, 2006,  and the results of its operations and cash
flows for the year ended  August 31,  2007,  the period from  November  16, 2005
(inception)  to August 31, 2006, and the period from November 16, 2005 to August
31, 2007, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As described in Note 3, the Company
has  minimal  business  operations  to date  and an  accumulated  deficit  since
inception,  which  raise  substantial  doubt  about its ability to continue as a
going concern. Management's plans in regard to this matter are also discussed in
Note 3. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


SCHUMACHER & ASSOCIATES, INC.
2525 15th Street, Suite 3H
Denver, Colorado  80211
October 30, 2007


                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                                      SEA 2 SKY CORPORATION
                                  (A Development Stage Company)

                                         BALANCE SHEETS




                                                                              August 31, 2007        August 31,
                                                                                                        2006

ASSETS
<S>                                                                       <C>                 <C>
Current Assets
   Cash                                                                    $      91,858      $       33,441
                                                                          ------------------------------------------
   Total Current Assets                                                           91,858              33,441

                                                                          ------------------------------------------

TOTAL ASSETS                                                               $      91,858      $       33,441
                                                                          ==========================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Current Liabilities
   Accounts payable                                                        $       1,079      $            -
   Accrued liabilities                                                             5,700               3,000
                                                                          ------------------------------------------
   Total Liabilities, all current                                                  6,779               3,000
                                                                          ------------------------------------------

STOCKHOLDERS' EQUITY

Common Stock
   Authorized:
        75,000,000 common shares, par value $0.001 per share
   Issued and outstanding:
        4,380,000 and 3,500,000 common shares as at August 31, 2007 and
   Additional paid-in capital                                                    102,833              31,500
   Accumulated comprehensive income                                                2,976                   -
Deficit Accumulated During the Development Stage                                 (25,110)             (4,559)
                                                                          ------------------------------------------
   Total Stockholders' Equity                                                     85,079              30,441
                                                                          ------------------------------------------

TOTAL LIABILITIES AND STOCKERHOLDERS' EQUITY                               $      91,858      $       33,441
                                                                          ==========================================

                The accompanying notes are an integral part of these statements.
                                               F-3
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                      SEA 2 SKY CORPORATION
                                  (A Development Stage Company)

                                    STATEMENTS OF OPERATIONS






                                                                     Period from November
                                                                              16,                  Cumulative amounts
                                                                        2005 (Date of           from November 16, 2005
                                               Year Ended               Inception) to           (Date of Inception) to
                                               August 31,                August 31,                 August 31, 2007
                                                  2007                      2006
<S>                                   <C>                       <C>                        <C>
Expenses
     Office and administration        $              3,034      $               281        $                 3,315
     Organizational costs                                -                    1,153                          1,153
     Professional fees                              17,723                    3,125                         20,848
                                      --------------------------------------------------------------------------------
                                                    20,757                    4,559                         25,316
                                      --------------------------------------------------------------------------------

Net Loss From Operations                           (20,757)                  (4,559)                       (25,316)
                                      --------------------------------------------------------------------------------

     Other Income
     Interest Income                                   206                        -                            206

Net Loss For The Period               $            (20,551)     $            (4,559)       $               (25,110)
                                      ================================================================================


Basic And Diluted Loss Per Share
                                      $               *         $                 *        $                  (0.01)
                                      ================================================================================


Weighted Average Number of Shares
Outstanding                                     3,724,219                 3,410,035                      3,585,382
                                      ================================================================================


                                    * Less than $0.01 per share


                The accompanying notes are an integral part of these statements.
                                              F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                      SEA 2 SKY CORPORATION
                                  (A Development Stage Company)

                                    STATEMENTS OF CASH FLOWS

                   PERIOD FROM INCEPTION NOVEMBER 16, 2005 TO AUGUST 31, 2007


                                                                              Period from
                                                                           November 16, 2005        Cumulative amounts from
                                                      Year ended               (Date of             November 16, 2005 (Date
                                                    August 31, 2007          Inception) to               of Inception)
                                                                              August 31,               to August 31, 2007
                                                                                 2006
------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>                       <C>
Cash Flows from Operating Activities
     Net loss                                  $           (20,551)  $            (4,559)      $                (25,110)

Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities
     Accounts payable and accrued liabilities                3,779                 3,000                          6,779
                                               --------------------------------------------------------------------------

     Cash Used in Operating Activities                     (16,772)               (1,559)                       (18,331)

Cash Flows From Financing Activities
    Issuance of common shares                               72,213                35,000                        107,213
    Foreign currency translation adjustment                  2,976                     -                          2,976
                                               --------------------------------------------------------------------------
    Net Cash Provided by Financing Activities               75,189                35,000                        110,189

                                               --------------------------------------------------------------------------

Increase in Cash                                            58,417                33,441                         91,858

Cash, Beginning Of Period                                   33,441                     -                              -
                                               --------------------------------------------------------------------------

Cash, End Of Period                            $            91,858   $            33,441       $                 91,858
                                               ==========================================================================


Supplemental Disclosure Of Cash Flow
     Cash paid for:
         Interest                              $                 -   $                 -       $                      -
         Income taxes                          $                 -   $                 -       $                      -
                                               ==========================================================================




                The accompanying notes are an integral part of these statements.
                                              F-5
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                              SEA 2 SKY CORPORATION
                                          (A Development Stage Company)

                                        STATEMENT OF STOCKHOLDERS' EQUITY

                                                 AUGUST 31, 2007



                                                                             DEFICIT ACCUMULATED
                                             CAPITAL STOCK                                            ACCUMULATED
                            ----------------------------------------------
                                                             ADDITIONAL          DURING THE             COMPRE-
                                                               PAID-IN           DEVELOPMENT            HENSIVE
                                SHARES         AMOUNT          CAPITAL              STAGE            INCOME (LOSS)         TOTAL
                            -------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>            <C>                <C>                 <C>                   <C>
November 16, 2005 -
  Shares issued for cash
  at $0.01                    1,500,000     $    1,500     $      13,500      $         -         $          -          $   15,000
November 29, 2005 -

Net loss for the period
ended August 31, 2006             -                -                -                (4,559)                 -              (4,559)
                            -------------------------------------------------------------------------------------------------------

Balance,
August 31, 2006               3,500,000          3,500            31,500             (4,559)                 -              30,441
                            -------------------------------------------------------------------------------------------------------

May 31, 2007 -  Shares
issued for cash at $0.10,
net of deferred offering       880,000            880             71,333                -                    -              72,213
costs of $15,787

Foreign currency

Net loss for the Period           -                -                -                (20,551)                -             (20,551)
                            -------------------------------------------------------------------------------------------------------

Balance,
August 31, 2007               4,380,000     $    4,380     $     102,833      $      (25,110)     $        2,976        $   85,079
                            =======================================================================================================




                        The accompanying notes are an integral part of these statements.
                                                      F-6
</TABLE>


<PAGE>

                              SEA 2 SKY CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2007


1.    NATURE AND CONTINUENCE OF OPERATIONS

      a) Organization
         Sea 2 Sky Corporation  ("The Company") was incorporated in the State of
         Nevada, on November 16, 2005. The Company's year end is August 31st.

      b) Development Stage Activities
         Our  company is in the  development  stage and has  realized no revenue
         from its planned  operations.  Our business plan is to provide personal
         guided tours to tourists who travel to North  America by way of British
         Columbia, Canada.

         Based upon our business  plan, we are a development  stage  enterprise.
         Accordingly, we present our financial statements in conformity with the
         accounting  principles  generally  accepted  in the  United  States  of
         America  that  apply  in  establishing  operating  enterprises.   As  a
         development  stage  enterprise,  we disclose  the  deficit  accumulated
         during  the  development   stage  and  the  cumulative   statements  of
         operations and cash flows from  inception to the current  balance sheet
         date.

2.   SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant  accounting  policies is presented to assist in
     understanding the Company's financial statements.  The financial statements
     and  notes  are   representations  of  the  Company's   management  who  is
     responsible for their integrity and objectivity.  These accounting policies
     conform to generally accepted accounting principles in the United States of
     America  and have  been  consistently  applied  in the  preparation  of the
     financial statements.  The financial statements are stated in United States
     of America dollars.

     a)  Organizational and Start-up Costs
         Costs of  start-up  activities,  including  organizational  costs,  are
         expensed as incurred in accordance with SOP 98-5.

     b)  Income Taxes
         The Company has adopted the Statement of Financial Accounting Standards
         No. 109 - "Accounting  for Income Taxes" (SFAS 109).  SFAS 109 requires
         the use of the  asset and  liability  method  of  accounting  of income
         taxes.  Under the asset and liability method of SFAS 109,  deferred tax
         assets and liabilities  are recognized for the future tax  consequences
         attributable to temporary  differences between the financial statements
         carrying   amounts  of  existing   assets  and  liabilities  and  their
         respective tax bases.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.

     c)  Basic and Diluted Loss per Share
         In accordance with SFAS No. 128 - "Earnings per Share",  the basic loss
         per common share is computed by dividing  net loss  available to common
         stockholders   by  the  weighted   average   number  of  common  shares
         outstanding. Diluted loss per common share is computed similar to basic
         loss per common  share  except that the  denominator  is  increased  to
         include  the number of  additional  common  shares that would have been
         outstanding  if the potential  common shares had been issued and if the
         additional common shares were dilutive. At August 31, 2007, the Company
         had no stock  equivalents that were  anti-dilutive  and excluded in the
         earnings per share computation.

     d)  Estimated Fair Value of Financial Instruments
         The carrying value of the Company's financial  instruments,  consisting
         of cash,  accounts payable and accrued  liabilities  approximate  their
         fair value due to the short-term  maturity of such instruments.  Unless

                                      F-7

<PAGE>

                              SEA 2 SKY CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2007

         otherwise  noted,  it is  management's  opinion that the Company is not
         exposed to significant interest,  currency or credit risks arising from
         these financial statements.

     e)  Revenue Recognition
         The company has had no revenue to date. It is the Company's policy that
         revenues will be recognized  in  accordance  with SEC Staff  Accounting
         Bulletin (SAB) No. 104, "Revenue  Recognition."  Under SAB 104, product
         revenues (or service revenues) are recognized when persuasive  evidence
         of an  arrangement  exists,  delivery has occurred (or service has been
         performed),   the   sales   price  is  fixed   and   determinable   and
         collectibility is reasonably assured.

     f)  Foreign Currency Translations
         The Company uses the Canadian dollar  and the U.S. dollar as  its func-
         tional  currency.  The Company's reporting currency is the U.S. dollar.
         All transactions initiated in other currencies are re-measured into the
         functional currency as follows:

         Monetary  assets and  liabilities  at the rate of exchange in effect at
         the balance sheet date,
         i)   Monetary  assets and liabilities at the rate of exchange in effect
              at the balance sheet date:
         ii)  Non-monetary assets and liabilities, and equity at historical
              rates, and
         iii) Revenue and expense items at the average rate of exchange prevail-
              ing during the period.

         Gains and  losses  on  re-measurement  are included in  determining net
         income for the period

         Translation of balances from the functional currency into the reporting
         currency is conducted as follows:

         Assets and liabilities at the rate of exchange in effect at the balance
         sheet date,
         i)   Assets and liabilities at the rate of exchange in effect at the
              balance sheet date;
         ii)  Equity at historical rates, and
         iii) Revenue and expense items at the average rate of exchange prevail-
              ing during the period.

         Translation  adjustments  resulting  from  translation of balances from
         functional  to  reporting   currency  are  accumulated  as  a  separate
         component  of  shareholders'  equity as a  component  of  comprehensive
         income or loss.

     g)  Comprehensive Income (Loss)
         The Company has adopted  Statement  of Financial  Accounting  Standards
         (SFAS) No. 130,  "Reporting  Comprehensive  Income".  SFAS 130 requires
         that the  components  and  total  amounts  of  comprehensive  income be
         displayed in the financial statements beginning in 1998.  Comprehensive
         income  includes  net income and all changes in equity  during a period
         that arises from non-owner sources,  such as foreign currency items and
         unrealized   gains  and  losses  on  certain   investments   in  equity
         securities.

     h)  Use of Estimates
         The  preparation  of the Company's  financial  statements in conformity
         with generally accepted  accounting  principles  requires management to
         make  estimates  and  assumptions  that affect the amounts  reported in
         these financial statements and accompanying notes. Actual results could
         differ from those estimates.

     i)  Cash and Cash Equivalents
         The  Company  considers  all highly  liquid  debt  instruments  with an
         original maturity of three months or less to be cash equivalents.

     j)  Concentrations
         Financial   instruments  that   potentially   subject  the  company  to
         concentrations  of credit  risk  consist  principally  of cash and cash
         equivalents.  At August 31, 2007,  the Company had $56,685 US Funds in


                                       F-8

<PAGE>
                              SEA 2 SKY CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2007

         deposit in a business  bank  account,  and US equivalent  of $35,173 in
         Canadian  funds in a business  bank  account  which are  not insured by
         agencies of the U.S. Government

    k)    Notes Receivable


          During  the  year  ended  August  31,  2007,   the  Company   invested
          approximately   $33,000   in   notes   receivable.    The   note   was
          uncollateralized,  bore  interest at 5%, and  matured  August 2, 2007.
          During July,  2007,  the Company  received  payment of  principal  and
          interest in full.  Interest is accrued monthly on notes  receivable as
          earned and is reversed if a loan  becomes past due 59 days or more and
          subsequently  recognized  on a cash basis if and when  remitted by the
          borrower.  The Company  carried its notes  receivable  at cost or loan
          balance,  subject to the valuation  procedures as described below. The
          book value of the financial instruments was representative of its fair
          values.

          The Company's policy is to maintain a valuation for certain loans that
          are delinquent, have significant Tollateral deficiencies or have other
          attributes that reduce their collectibility  potential.  The valuation
          cccount would be netted against notes receivable, if applicable.

     l)  Recent Accounting Pronouncements
         There were various  accounting  standards  and  interpretations  issued
         during  2007 and 2006,  none of which are  expected  to have a material
         impact on the Company's financial position, operations or cash flows.

     m)  Other
         The Company consists of one reportable business segment.
         The Company paid no dividends during the periods presented.


3.   BASIS OF PRESENTATION - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted  accounting  principles in the United States of America,
     which contemplates continuation of the Company as a going concern. However,
     the Company has minimal business  operations to date and has an accumulated
     deficit as August 31, 2007 of  approximately  $25,110.  These matters raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern. In view of these matters,  realization of certain of the assets in
     the accompanying  balance sheet is dependent upon the Company's  ability to
     meet its financing requirements,  raise additional capital, and the success
     of its future operations. There is no assurance that future capital raising
     plans  will be  successful  in  obtaining  sufficient  funds to assure  the
     eventual  profitability  of the Company.  Management  believes that actions
     planned and  presently  being taken to revise the  Company's  operating and
     financial  requirements provide the opportunity for the Company to continue
     as a going concern. The financial statements do not include any adjustments
     that might result from these uncertainties.


4.       COMMON STOCK

     The Company's  authorized common stock consists of 75,000,000 shares with a
     par value of $0.001 per share.

     On November 16, 2005, the Company issued  1,500,000  shares of common stock
     at a price of $0.01 for cash totalling $15,000.

     On November 29, 2005, the Company issued  2,000,000  shares of common stock
     at a price of $0.01 for cash totalling $20,000.

     On May 31, 2007,  the Company  issued  880,000  shares of common stock at a
     price of $0.10 for cash totalling  $88,000.  The company incurred  deferred

                                      F-9

<PAGE>

                              SEA 2 SKY CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2007

     offering  costs  of  $15,787  related  to this  offering  resulting  in net
     proceeds of $72,213.


5.       INCOME TAXES

     The Company is subject to foreign and domestic  income  taxes.  The Company
     has had losses to date, and therefore has paid no income tax.

     Deferred  income  taxes  arise from  temporary  timing  differences  in the
     recognition  of  income  and  expenses  for  financial  reporting  and  tax
     purposes. The Company's deferred tax assets consist entirely of the benefit
     from net operating loss (NOL) carry-forwards.  The net operating loss carry
     forwards  expire in various years through 2027. The Company's  deferred tax
     assets are offset by a valuation  allowance due to the  uncertainty  of the
     realization  of the net operating loss  carry-forwards.  Net operating loss
     carry-forwards  may be further limited by a change in company ownership and
     other provisions of the tax laws.

     The  Company's  deferred  tax assets,  valuation  allowance,  and change in
     valuation allowance are as follows:

<TABLE>
<CAPTION>

                                                    Estimated                      Change in
                     Estimated NOL                  Tax Benefit     Valuation      Valuation      Net Tax
   Period Ending     Carry-forward   NOL Expires    from NOL        Allowance      Allowance      Benefit
<S>                  <C>             <C>            <C>             <C>            <C>            <C>
  August 31, 2006         4,559            2027           1,140        (1,140)        (1,140)          -
                          25,110           2028           6,278                       (5,138)          -
</TABLE>


         Income taxes at the  statutory  rate are  reconciled  to the  Company's
         actual income taxes as follows:

          Income tax benefit at statutory rate
          resulting from net operating
          loss carry forward                                       (25%)
          Deferred income tax valuation allowance                   25%
                                                             -------------------
          Actual tax rate                                            0%
                                                             ===================


6.       RELATED PARTY TRANSACTIONS

     The  Company  uses the  offices of its  President  for its  minimal  office
     facility needs for no consideration.  No provision for these costs has been
     provided since it has been determined that they are immaterial.



                                      F-10

<PAGE>



ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

None.


ITEM 8A. Controls and procedures

Evaluation of disclosure controls and procedures.

The  management of the Company has evaluated the  effectiveness  of the Issuer's
disclosure  controls and  procedures  as of the end of the period of the report,
August  31,2007,  and have  concluded  that the  disclosure  controls,  internal
controls, and procedures are adequate and effective based on their evaluation as
of August 31, 2007.

There were no changes  in the small  business  issuer's  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act
that occurred during the small business  issuer's fourth fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect the small
business issuer's internal control over financial reporting.


ITEM 8B. Other Information

None


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  table sets forth the names,  ages and  positions  of the current
directors and executive officers of the Company:

     Name                     Age           Offices Held

     Irene Getty              54            Director, CEO, President
     Sandra Rose              34            Director, CFO, Secretary, Treasurer
     Misao Hamilton           40            Director

Irene Getty, President, CEO, Member of the Board,

Ms. Irene Getty has served as our  President,  CEO, and a member of the Board of
Directors since November 16th, 2005. The term of her office is for two years and
thereafter renewable on an annual basis. She also served as  Secretary/Treasurer
from November 16 to November 29, 2005.

Presently  Ms.  Getty  is  self   employed.   Since  1998  Ms.  Getty  has  been
self-employed  offering  bookkeeping  and  accounting  services  to other  small
businesses.  She has also been providing  training in bookkeeping and accounting
software.

From 1993 to 1998 Ms. Getty worked with Speedy Printing and Printfastic Printing
in Surrey,  British  Columbia.  Ms.  Getty held an  administrative  role for the
company in which she did the bookkeeping and accounting. Following a family move
from  Edmonton,  Alberta,  to Surrey British  Columbia,  in 1986, Ms Getty was a
homemaker  until April 1993. From 1983 to 1986 Ms. Getty did the bookkeeping and
accounting  for  Baptist  General  Conference  in Alberta  and  Baptist  General
Conference  of Canada in  Edmonton  Alberta.  From 1970 to 1982,  Ms.  Getty was
employed by Rendek Construction in Edmonton,  Alberta where she began her career
as a receptionist and worked into a role as the bookkeeper for the business.

                                       18
<PAGE>

Irene  Getty has taken  courses in  accounting  and  bookkeeping  from  Northern
Alberta  Institute of Technology in Edmonton,  Alberta in 1972 and  computerized
accounting at Pro Soft Training Institute in Surrey, British Columbia in 1993.

Sandra Rose, Secretary/Treasurer, CFO, and Member of the Board,

Ms.  Sandra Rose has served as  Secretary/Treasurer,  CFO,  and  Director  since
November  29,  2005.  The term of her office is for two years and is  thereafter
renewable on an annual basis.

Ms. Sandra Rose presently  working full time and serves as Assistant Manager for
Flight Centre Inc. in Surrey, British Columbia. She has held this position since
April 2003.

From  November  1995  through  November  2001 Ms.  Rose  worked for Canada  3000
Airlines which was centered in Vancouver,  British Columbia,  Canada.  She began
working in Customer Service and eventually became a Senior Flight Attendant with
the company. After the company closed operations,  Ms. Rose took a year off from
work to be a full-time homemaker. She returned to the work force in January 2003
and took the  training  to became a Life  Insurance  Representative  with AILTIG
International, AIL Income Life Insurance, in Burnaby British Columbia.

In June 1995,  Sandra Rose graduated from Sheridan College in Oakville,  Ontario
with a Diploma in Travel and Tourism.  She also has taken  personal  development
courses:  a First Aid course from St. John's in British  Columbia,  BST 1 & 2 BC
Corps of Commissionaires,  Full LLQP Insurance Council of BC, Serving It Right &
Super Hosting, and Simply Accounting.

Misao Hamilton, Member of the Board of Directors,

Ms. Misao Hamilton has served on the Board of Directors since November 29, 2005.

Ms.  Hamilton  has joined the board of directors in order to create the programs
and manage the  translators for our tours.  Language  barrier is one of the most
difficult  aspects of the business and Ms. Hamilton reads and speaks English and
Japanese fluently.  With her understanding of the Japanese language and culture,
Ms. Hamilton will bridge the language  barrier in Japan and throughout  parts of
South East Asia,  and deal with  issues  involving  customer  service  and human
resources.

Ms. Hamilton  graduated from Hamura High School in Tokyo, Japan in March of 1985
and from the Kokusaibunka  Technical  College of Hair Design in Tokyo,  Japan in
September of 1996. Ms. Hamilton has work experience in both Japan and Canada.

Ms.  Hamilton is currently  employed as a hairstylist at Classic Beauty Salon in
New Westminster,  British Columbia, Canada. She has worked there since May 2001.
From February 1999 to April 2001, she was employed by Sachi's Coiffures Ltd., in
Burnaby, British Columbia, Canada.

Code of Ethics

We have not yet prepared written code of ethics and employment standards for our
company.  We have only recently commenced  operations.  We expect to implement a
Code of Ethics during the current fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

The  Executive  Officers  have not received any  compensation  since the date of
incorporation of our Company, and we did not accrue any compensation.  There are
no securities authorized for issuance under any equity compensation plan, or any
options, warrants, or rights to purchase our common stock.

Compensation of Directors

We do not  compensate  our  directors  for  their  time  spent on  behalf of our
Company,  but they are entitled to receive  reimbursement  for all out of pocket
expenses incurred for attendance at our Board of Directors meetings.

                                       19
<PAGE>

Pension and Retirement Plans

Currently,  we do not offer any annuity,  pension or  retirement  benefits to be
paid to any of our officers, directors or employees, in the event of retirement.
There  are  also no  compensatory  plans or  arrangements  with  respect  to any
individual  named  above  which  results or will  result  from the  resignation,
retirement or any other  termination of employment  with our company,  or from a
change in the control of our Company.

Employment Agreements

We do not have written employment agreements with any of our key employees.

Audit Committee

Presently the Board of Directors is performing the duties that would normally be
performed by an audit  committee.  We intend to form a separate audit committee,
and are seeking  potential  independent  directors.  We are seeking  experienced
business  people  and  plan to  appoint  an  individual  qualified  as an  audit
committee financial expert.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain  information,  as of August 31, 2007 with
respect to any person  (including  any "group",  as that term is used in Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act")) who is known to the Company to be the beneficial  owner of more than five
percent of any class of the Company's voting securities,  and as to those shares
of the Company's equity securities  beneficially owned by each its director, the
executive  officers  of the  company  and  all of its  directors  and  executive
officers of the Company and all of its  directors  and  executive  officers as a
group.  Unless otherwise  specified in the table below, such information,  other
than information  with respect to the directors and officers of the Company,  is
based  on a  review  of  statements  filed,  with the  Securities  and  Exchange
commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of
the Exchange Act with respect to the Company's  Common  Stock.  As of August 31,
2007, there were 4,380,000 shares of Common Stock outstanding.

The  number  of  shares of Common  Stock  beneficially  owned by each  person is
determined  under  the  rules  of the  Commission  and  the  information  is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or  shared  voting  power or  investment  power  and also any  shares  which the
individual  has the  right to  acquire  within 60 days  after  the date  hereof,
through  the  exercise  of any stock  option,  warrant  or other  right.  Unless
otherwise indicated, each person has sole investment and voting power (or shares
such power with his or her spouse)  with  respect to the shares set forth in the
following table. The inclusion  herein of any shares deemed  beneficially  owned
does not constitute an admission of beneficial ownership of those shares.

The table also shows the  number of shares  beneficially  owned as of August 31,
2007 by each of the  individual  directors  and  executive  officers  and by all
directors and executive officers as a group.

<TABLE>
<CAPTION>

===============================================================================================================
                                                                       Amount and Nature of
Title of      Name and Address of Beneficial Owner                     Beneficial Ownership   Percent of Class1
Class
---------------------------------------------------------------------------------------------------------------
<S>           <C>                                                      <C>                    <C>
Common        Irene Getty                                                          1,500,000            34.25%
              President and member of the Board of Directors
              #`11, 16318 - 82 Avenue
              Surrey, British Columbia, Canada, V3S 8K2
---------------------------------------------------------------------------------------------------------------
Common        Sandra Rose                                                          1,000,000            22.83%
              Secretary/Treasurer and Member of Board of Directors
              1577 Stayte Road
              White Rock, British Columbia, Canada, V4B 4Z4
---------------------------------------------------------------------------------------------------------------
Common        Misao Hamilton                                                       1,000,000            22.83%

                                       20
<PAGE>

              Member of the Board of Directors
              #1405 - 420 Carnarvon Street
              New Westminster, B.C., Canada, V3L 5P1
---------------------------------------------------------------------------------------------------------------

Common        Directors and officers as a group of 3                               3,500,000            79.91%
===============================================================================================================
</TABLE>

(1) Percent of Ownership is  calculated in accordance  with the  Securities  and
Exchange Commission's Rule 13(d) - 13(d)(1)


ITEM  12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE.

Other than the stock transactions  discussed below, we have not entered into any
transaction  nor are  there any  proposed  transactions  in which  any  founder,
director,  executive  officer,  shareholder  of our company or any member of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

On  November  16,  2005,  Irene  Getty,  who is the founder of our company and a
member of the board of directors,  purchased by subscription 1,500,000 shares of
common stock at a price of $0.01 per share for a total of $15,000.

The officer and director,  namely,  Sandra Rose and director Misao Hamilton each
purchased by subscription  1,000,000  shares for a total of 2,000,000  shares of
our common stock on November  29th,  2005, at a private  offering price of $0.01
per share for a total of $20,000.

All of the above noted securities were sold in reliance on Regulation D, Section
504 of the Securities Act of 1933. All  shareholders  are subject to Rule 144 of
the Securities Act of 1933 with respect to resale.  We relied the exemption from
registration since we were not subject to the reporting  requirements of Section
13 or 15(d) of the Securities Act of 1933, not an investment  company,  we had a
specific  business plan at the time we sold the  securities,  we are not a blank
check company, as that term is defined in Rule 419(a)(2) of Regulation C or Rule
504 (a)(3) of  Regulation D of the  Securities  Act of 1933,  and the  aggregate
offering price was less that  $1,000,000.  All of the subscribers were Directors
and Officers of our Company.


ITEM 13  EXHIBITS.

(a) Pursuant to Rule 601 of Regulation S-B, the following  exhibits are included
herein or incorporated by reference.

     Exhibit
     Number       Description

     3.1       Articles of Incorporation*
     3.2       By-laws*
     31.1      CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
     31.2      CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
     32.1      CERTIFICATION PURSUANT TO 18 U.S.C.  ss.1350, SECTION 906
     32.2      CERTIFICATION PURSUANT TO 18 U.S.C.  ss. 1350, SECTION 906

     * Incorporated by reference to our SB2 Registration Statement,  file number
       333-138989, filed on November 29, 2006.

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed by our auditors,  for professional  services  rendered
for the audit of our annual  financial  statements for the year ended August 31,

                                       21
<PAGE>

2006, and for the reviews of the financial  statements included in our Quarterly
Reports on Form  10-QSB  during the fiscal  year  ended  August 31,  2007,  were
$3,800, and $2,550,  respectively.  The audit fees for the year ended August 31,
2007 have not yet been billed.

Audit Related Fees.

We did not incur any fees in  connection  with  auditors for audit  related fees
during the fiscal year ended August 31, 2007 and 2006.

Tax Fees.

We did not incur any fees in connection  with auditors for tax  compliance,  tax
advice or tax compliance  services  during the fiscal year ended August 31, 2007
and 2006.

All Other Fees.

We did not incur any other fees billed by auditors for services  rendered to our
Company,  other than the  services  covered in "Audit  Fees" for the fiscal year
ended August 31, 2007 and 2006.

The Board of  Directors  has  considered  whether  the  provision  of  non-audit
services is compatible with maintaining the principal accountant's independence.

Since there is no audit  committee,  there are no audit  committee  pre-approval
policies and procedures.




                                       22
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  on  this  6th day of
November, 2007.


                              SEA 2 SKY CORPORATION


Date: November 15, 2007                     By: /s/ Irene Getty
                                                ---------------

                                            Name: Irene Getty
                                            Title: President/CEO, principal
                                                   executive officer



Date: November 15, 2007                     By: /s/ Sandra Rose
                                                ---------------
                                            Name: Sandra Rose
                                            Title: Chief Financial Officer,
                                                   principal financial officer
                                                   and principal accounting
                                                   officer




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